As Filed with the Securities and Exchange Commission on May 1, 2006

REGISTRATION NO. 333-37907

811-05846

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 6         

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 72           

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

SANDRA M. DADALT, 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:

THOMAS C. LAUERMAN, ESQ

JORDEN BURT LLP

1025 THOMAS JEFFERSON STREET, N.W.

SUITE 400 EAST

WASHINGTON, D.C. 20007

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It is proposed that this filing will become effective (check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on (date) 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

If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a previously filed post-effective amendment

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

PART A

PROSPECTUS

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MAY 1, 2006

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Futurity

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

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

Large-Cap Value Equity Funds	Small-Cap Blend Equity Funds
Lord Abbett Series Fund Growth and Income Portfolio	Credit Suisse Trust Global Small Cap Portfolio
OpCap Equity Portfolio1,4	JPMorgan Small Company Portfolio
Legg Mason Partners Variable All Cap Portfolio7	Small-Cap Growth Equity Funds
Legg Mason Partners Variable Investors Portfolio8	Alger American Small Capitalization Portfolio1
Large-Cap Blend Equity Funds	Credit Suisse Trust Emerging Markets Portfolio
AIM V.I. Core Equity Fund	Credit Suisse Trust Small Cap Growth Portfolio
Alger American Income & Growth Portfolio1	Goldman Sachs VIT Structured Small Cap Equity Fund12
Credit Suisse Trust International Focus Portfolio	Small-Cap Value Equity Funds
Goldman Sachs VIT Structured U.S. Equity Fund11	OpCap Small Cap Portfolio1,6
Goldman Sachs VIT Growth and Income Fund	SCSM Oppenheimer Main Street Small Cap Fund2
JPMorgan International Equity Portfolio	Specialty Funds
JPMorgan U.S. Large Cap Core Equity Portfolio	MFS/Sun Life Utilities Series
Large-Cap Growth Equity Funds	Multi-Sector Bond Funds
AIM V.I. Capital Appreciation Fund	Legg Mason Partners Variable Strategic Bond Portfolio9
AIM V.I. International Growth Fund	High-Quality Long-Term Bond Funds
Alger American Growth Portfolio1	MFS/ Sun Life Government Securities Series
Goldman Sachs VIT International Equity Fund	Medium-Quality Bond Funds
MFS/ Sun Life Capital Appreciation Series	Legg Mason Partners Variable Total Return Portfolio10
MFS/ Sun Life Emerging Growth Series	Low-Quality Short-Term Bond Funds
Mid-Cap Blend Equity Funds	MFS/ Sun Life High Yield Series
OpCap Mid Cap Portfolio1,5	Money Market Funds
	MFS/ Sun Life Money Market Series

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

2 Formerly known as the SC^SM Value Small Cap Fund^.

3 Formerly known as the JPMorgan International Opportunities Fund.

4 Formerly known as the OCC Equity Portfolio.

5 Formerly known as the OCC Mid Cap Portfolio.

6 Formerly known as the OCC Small Cap Portfolio.

7 Formerly know as the Salomon Brothers Variable All Capital Fund.

8 Formerly known as the Salomon Brothers Variable Investors Fund.

9 Formerly known as the Salomon Brothers Variable Strategic Bond Fund.

10 Formerly known as the Salomon Brothers Variable Total Return Fund.

11 Formerly known as Goldman Sachs VIT CORE^SM U.S. Equity Fund.

12 Formerly known as Goldman Sachs VIT CORE^SM Small Cap Equity Fund.

The Funds are advised as follows: A I M Advisors, Inc. advises the AIM Variable Insurance Funds. Credit Suisse Asset Management, LLC advises the Credit Suisse Trust Portfolios with Abbott Capital Management, LLC serving as sub-investment advisor to the Global Small Cap Portfolio with respect to the Portfolio's investments in private equity portfolios. Fred Alger Management, Inc., advises the Alger American Funds. Goldman Sachs Asset Management, L.P. advises the Goldman Sachs VIT Funds. J.P. Morgan Investment Management Inc. advises the J.P. Morgan Series Trust II Portfolios. Lord, Abbett & Co. LLC advises the Lord Abbett Series Fund Portfolio. Massachusetts Financial Services Company advises the MFS/Sun Life Funds. OpCap Advisors advises the OpCap Funds. Salomon Brothers Asset Management Inc. advises the Legg Mason Partners Variable Portfolios. Sun Capital Advisers LLC advises the Sun Capital Fund; SC^SM Oppenheimer Main Street Small Cap Fund (sub-advised by OppenheimerFunds, Inc.).

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

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

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We have filed a Statement of Additional Information dated May 1, 2006 (the "SAI") with the Securities and Exchange Commission (the "SEC"), which is incorporated by reference in this Prospectus. The table of contents for the SAI is on page 42 of this Prospectus. You may obtain a copy without charge by writing to us at the address shown below (which we sometimes refer to as our "Annuity Mailing Address") or by telephoning (888) 786-2435. In addition, the SEC maintains a website http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

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

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

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

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

      P.O. Box 9133

      Wellesley Hills, Massachusetts 02481

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TABLE OF CONTENTS

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Special Terms *

Product Highlights *

Fees and Expenses *

Example *

Condensed Financial Information *

The Annuity Contract *

Communicating to Us About Your Contract *

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

The Variable Account *

Variable Account Options: The Funds *

The Fixed Account *

The Fixed Account Options: The Guarantee Periods *

The Accumulation Phase *

Issuing Your Contract *

Amount and Frequency of Purchase Payments *

Allocation of Net Purchase Payments *

Your Account *

Your Account Value *

Variable Account Value *

Fixed Account Value *

Transfer Privilege *

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

Other Programs *

Withdrawals, Withdrawal Charge and Market Value Adjustment *

Cash Withdrawals *

Withdrawal Charge *

Contract Charges *

Account Fee *

Administrative Expense Charge *

Mortality and Expense Risk Charge *

Premium Taxes *

Fund Expenses *

Modification in the Case of Group Contracts *

Death Benefit *

Spousal Continuance *

Amount of Death Benefit *

Method of Paying Death Benefit *

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 *

Death of Participant *

Voting of Fund Shares *

Periodic Reports *

Substitution of Securities *

Change in Operation of Variable Account *

Splitting Units *

Modification *

Limitation or Discontinuance of New Participants *

Reservation of Rights *

Right to Return *

Tax Considerations *

U.S. Federal Income Tax Considerations *

Puerto Rico Tax Considerations *

Administration of the 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 - Condensed Financial Information *

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SPECIAL TERMS

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

PRODUCT HIGHLIGHTS

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

The Annuity Contract

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

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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 $5,000 or more ($10,000 or more if you live in California, Maryland, or Texas), and you can make additional Purchase Payments at any time during the Accumulation Phase. Currently, there is no minimum amount required for additional Purchase Payments. However, we reserve the right to limit additional Purchase Payments to at least $1,000. We will not normally accept a Purchase Payment if your Account Value is over $2 million or, if the Purchase Payment would cause your Account Value to exceed $2 million.

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Variable Account Options: The Funds

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

The Fixed Account Options: The Guarantee Periods

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

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Expense Summary

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

Each year for the first five Account Years, we deduct an annual Account Fee equal to the lesser of $30 or 2% of your Account Value. After the fifth Account Year, we may increase the fee annually, but it will never exceed the lesser of $50 or 2% of your Account Value. During the Income Phase, the annual Account Fee is $30. We will not charge the annual Account Fee if your Account had been allocated only to the Fixed Account during the applicable Account Year, or your Account Value is more than $75,000 on your Account Anniversary.

We deduct a mortality and expense risk charge of 1.25% of the average daily value of the Contract invested in the Variable Account. We also deduct an administrative charge of 0.15% of the average daily value of the Contract invested in the Variable Account.

If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. The withdrawal charge (also known as a "contingent deferred sales charge") starts at 6% in the first Contract year and declines to 0% after seven years.

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

In addition to the charges we impose under the Contract, there are also charges (which include management fees and operating expenses) imposed by the Funds, which range from 0.57% to 1.40% of the average daily net assets of the Fund, 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 a 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. If you are 86 or older on your Contract Date, the death benefit is equal to the amount we would pay on a full surrender of your Contract ("Surrender Value"). If you are 85 or younger on your Contract Date, the death benefit pays the greatest of the following amounts: (1) your Account Value on your Death Benefit Date, (2) your Surrender Value on your Death Benefit Date, (3) your Account Value on the Seven-Year Account Anniversary (adjusted for subsequent payments, withdrawals, and charges), or (4) subject to certain limitations, your total Purchase Payments minus withdrawals, plus interest accrued on each payment and each withdrawal at 5%per year.

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. For any Account Year, this "free withdrawal amount" equals 10% of all Purchase Payments made during the last 7 Account Year (including the current Account Year), plus all Purchase Payments we have held for at least 7 Account Years. 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 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:

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

     P. O. Box 9133

     Wellesley Hills, Massachusetts 02481

     Toll Free (888) 786-2435

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FEES AND EXPENSES

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

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

Contract Owner Transaction Expenses

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

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

	A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge. (See "Withdrawal Charges.")
**	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. We do impose certain restrictions upon the number and frequency of transfers. (See "Transfer Privilege.")
***	The premium tax rate and base vary by your state of residence and the type of Certificate you own. Currently, we deduct premium taxes from Certificate Value upon full surrender (including a surrender for the death benefit) or annuitization. See "Contract Charges -- Premium Taxes."

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

Annual Account Fee $ 30*

Variable Account Annual Expenses

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

	Mortality and Expense Risks Charge:	1.25%**
	Administrative Expenses Charge:	0.15%
Total Variable Account Annual Expenses:		1.40%

*	The annual Account Fee is $30. After the fifth Account Year, the fee may be changed annually, but it will never be greater than $50.
**	After annuitization, the sum of the mortality and expense risks charge and the administrative expenses charge will never be greater than 1.40% of average daily net Variable Account assets, regardless of your age on the Open Date. (See "Mortality and Expense Risks Charge.")

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*		0.60%	1.65%

*

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

**

The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through December 31, 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 are 0.60% and 1.42% , respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

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

EXAMPLE

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

The Example assumes that you invest $10,000 in the Contract for the time periods indicated and that your Contract includes the maximum charges for optional benefits. If these optional benefits were not elected or fewer options were elected, the expense figures shown below would be lower. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Funds. For purpose of converting the annual contract fee to a percentage, the Example assumes an average Contract size of $30,000. 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
$869	$1,350	$1,888	$3,493

(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
$318	$971	$1,649	$3,493

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

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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 C.

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THE ANNUITY CONTRACT

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Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer the Contract to groups and individuals for use in connection with their retirement plans. The Contracts are 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.

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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 those 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."

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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 payments based on the amount you have accumulated. Your Contract provides tax deferral, so that you do not pay taxes on your earnings under your Contract until you withdraw them. However, if you purchase your Contract in connection with a tax-qualified plan, your purchase should be made for reasons other than tax-deferral. Tax-qualified plans provide tax-deferral without the need for purchasing an annuity contract.

Your Contract also provides a death benefit if the Annuitant dies during the Accumulation Phase. Finally, if you so elect, during the Income Phase we will make payments to you or someone else for life or for another period that you choose.

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

The Contracts 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 Contracts is also designed so that it may be used in connection with certain non-tax-qualified retirement plans, such as payroll savings plans and such other groups (trusteed or nontrusteed) as may be eligible under applicable law. We refer to Contracts used with plans that receive favorable tax treatment as "Qualified Contracts," and all others 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 us at our Annuity Mailing Address as set forth on the first page of this Prospectus. For all telephone communications, you must call (888) 786-2435.

Unless this Prospectus states differently, we will consider all materials sent to us and all telephone communications to be received on the date we actually receive them at our Annuity Mailing Address. However, we will consider 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.)

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

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

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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 life insurance product contracts which are offered by the Company and other affiliated and unaffiliated offerors. 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 Fund with respect to the shares held by the Variable Account will be reinvested to purchase additional shares at their net asset value. Deductions from the Variable Account for cash withdrawals, annuity payments, death benefits, Account Fees, contract charges against the assets of the Variable Account for the assumption of mortality and expense risks, administrative expenses and any applicable taxes will, in effect, be made by redeeming the number of Fund shares at their net asset value equal in total value to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times.

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VARIABLE ACCOUNT OPTIONS: THE FUNDS

The Contract offers a number of Fund options, which are briefly discussed below. Each Fund is a mutual fund registered under the Investment Company Act of 1940, or a separate series of shares of such a mutual fund.

More comprehensive information about the Funds, including a discussion of their management, investment objectives, expenses, and potential risks, is found in the current prospectuses for the Funds (the "Fund Prospectuses"). The Fund Prospectuses should be read in conjunction with this Prospectus before you invest. A copy of each Fund Prospectus, as well as a Statement of Additional Information for each Fund, may be obtained without charge from the company by calling 1-888-786-2435 or writing to Sun Life Assurance Company of Canada (U.S.), Retirement Products and Services, P.O. Box 9133, Wellesley Hills, Massachusetts 02481.

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

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

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

THE FIXED ACCOUNT

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

We will invest the assets of the Fixed Account in those assets we choose that are allowed by applicable state insurance laws. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. We intend to invest primarily in investment-grade fixed income securities (i.e., rated by a nationally recognized rating service within the 4 highest grades) or instruments we believe are of comparable quality. We are not obligated to invest amounts allocated to the Fixed Account according to any particular strategy, except as may be required by applicable state insurance laws. You will not have a direct or indirect interest in the Fixed Account investments.

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

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

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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 with 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, 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 Annuitant 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 when we accept your Application.

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 $5,000, 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.

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Allocation of Net Purchase Payments

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

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

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

Your Account

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

Your Account Value

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

Variable Account Value

     Variable Accumulation Units

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

     Variable Accumulation Unit Value

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

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

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

     Crediting and Canceling Variable Accumulation Units

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

Fixed Account Value

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

     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. The 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 Expiration Date. 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 the application of a Market Value Adjustment upon annuitization or withdrawal. 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 Expiration Date for any Guarantee Amount. If you would like to change your Fixed Account option, we must receive from you prior to the Expiration Date:

l	written notice electing a different Guarantee Period from among those we then offer, or
l	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 Expiration Date, we will automatically renew your Fixed Account allocation into a new Guarantee Period of the same duration as the last Guarantee Period. A Guarantee Amount will not renew into a Guarantee Period that will extend beyond your Maximum Annuity Commencement Date. In that case, unless you notify us otherwise, we will automatically renew your Guarantee Amount into the next available Guarantee Period.

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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 Expiration 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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l	you may not make more than 12 transfers in any Account Year;
l	the amount transferred from a Guarantee Period must be the entire Guarantee Amount, except for transfers of interest credited during the current Account Year;
l	at least 30 days must elapse between transfers to and from Guarantee Periods;
l	transfers to or from Sub-Accounts are subject to terms and conditions that may be imposed by the Funds; and
l	we impose additional restrictions on market timers, which are further described below.

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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.

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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 Expiration Date or any time after the Expiration 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 by telephone. If the request is by telephone, it must be made before the earlier of (a) 4:00 p.m. Eastern Time on 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 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:

l	when a new broker of record is designated for the Contract;
l	when the Participant changes;
l	when control of the Contract passes to the designated beneficiary upon the death of the Participant or Annuitant;
l	when necessary in our view to avoid hardship to a Participant;
l	when underlying Funds are dissolved or merged or substituted.

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

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

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

Other Programs

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

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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.)

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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 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. We do not allow transfers into any of the Guarantee Periods.

Only Purchase Payments may be allocated to a dollar-cost averaging program. Previously applied amounts may not be transferred to a dollar-cost averaging program.

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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, except that if you discontinue or alter the program prior to completion, amounts remaining in the Fixed Account will be transferred to the MFS/Sun Life Money Market Sub-Account, unless you instruct us otherwise, and the Market Value Adjustment will be applied. Any new allocation of a Purchase Payment to the program will be treated as commencing a new dollar-cost averaging program and may be subject to the minimum.

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

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     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 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.

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

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     Systematic Withdrawal Program

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You may select our Systematic Withdrawal Program. Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically; a Market Value Adjustment may be applicable upon withdrawal. You may change or stop the Systematic Withdrawal Program at any time, by written notice to us. Withdrawals under this program are subject to surrender charges. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing this option. We reserve the right to limit the election of this program to Contracts with a minimum Account Value of $10,000.

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You may change or stop this 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.

WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

Cash Withdrawals

     Requesting a Withdrawal

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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). Upon request we will notify you of the amount we would pay in the event of a full or partial withdrawal. Withdrawals also may have adverse federal income tax consequences, including a 10% penalty tax (see "Tax Considerations"). You should carefully consider these tax consequences before requesting a cash withdrawal.

     Full Withdrawals

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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.

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You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Period 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.

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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.

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     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 to defer payment under the

Investment Company Act of 1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

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

When you make a withdrawal, we consider the oldest Purchase Payment that you have not already withdrawn to be withdrawn first, then the second oldest Purchase Payment, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value.

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 (1) 10% of the amount of all Purchase Payments you have made during the last 7 Account Years, including the current Account Year (the "Annual Withdrawal Allowance"), plus (2) the amount of all Purchase Payments made before the last 7 Account Years that you have not previously withdrawn. Any portion of the Annual Withdrawal Allowance that you do not use in an Account Year is cumulative, that is, it is carried forward and available for use in future years.

For convenience, we refer to Purchase Payments made during the last 7 Account Years (including the current Account Year) as "New Payments," and all Purchase Payments made before the last 7 Account Years as "Old Payments."

For example, assume you wish to make a withdrawal from your Contract in Account Year 10. You made an initial Purchase Payment of $10,000 in Account Year 1, you made one additional Purchase Payment of $8,000 in Account Year 8, and you have made no previous withdrawals. Your Account Value in Account Year 10 is $35,000. The free withdrawal amount for Account Year 10 is $19,400, calculated as follows:

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l	$800, which is the Annual Withdrawal Allowance for Account Year 10 (10% of the $8,000 Purchase Payment made in Account Year 8, the only New Payment); plus
l	$8,600, which is the total of the unused Annual Withdrawal Allowances of $1,000 for each of Account Years 1 through 7 and $800 for each of Account Years 8 and 9 that are carried forward and available for use in Account Year 10; plus
l	$10,000, which is the amount of all Old Payments that you have not previously withdrawn.

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     Withdrawal Charge on Purchase Payments

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

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

     Order of Withdrawal

New Payments are withdrawn on a first-in first-out basis until all New Payments have been withdrawn. For example, assume the same facts as in the example above. In Account Year 10 you wish to withdraw $25,000. We attribute the withdrawal first to the free withdrawal amount of $19,400, which is not subject to the withdrawal charge. The remaining $5,600 is withdrawn from the Purchase Payment made in Account Year 8 (the only New Payment) and is subject to the withdrawal charge. The $2,400 balance of the Account Year 8 Purchase Payment will remain in your Account. If you make a subsequent $5,000 withdrawal in Account Year 10, $2,400 of that amount will be withdrawn from the remainder of the Account Year 8 Purchase Payment and will be subject to the withdrawal charge. The other $2,600 of your withdrawal (which exceeds the amount of all New Payments not previously withdrawn) will not be subject to the withdrawal charge.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the year in which you made the Payment, but not the year you withdraw it. Each Payment begins a new seven-year period and moves down a declining surrender charge scale at each Contract Anniversary. Payments received during the current Contract Year will be charged 6% if withdrawn. On your next scheduled Contract Anniversary, that Payment, along with any other Payments made during that Contract Year, will be considered to be in their second Contract Year and will have a 5% withdrawal charge. On the next Contract Anniversary, these Payments will move into their third Contract Year and will have a withdrawal charge of 5%, if withdrawn. The withdrawal charge decreases according to the number of Contract Years the Purchase Payment has been in your Account. The declining scale is as follows:

Number of Account Years Purchase Payment Has Been In Your Account	Withdrawal Charge
0-1	6%
2-3	5%
4-5	4%
6	3%
7 or more	0%

The withdrawal charge will never be greater than 6% of the aggregate amount of Purchase Payments you make under the Contract.

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

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

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     Types of Withdrawals Not Subject to Withdrawal Charge

We do not impose a withdrawal charge on withdrawals from the Accounts of:

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l	our employees,
l	employees of our affiliates, or
l	licensed insurance agents who sell the Contracts.

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We also may waive withdrawal charges with respect to Purchase Payments derived from the surrender of other annuity contracts we issue.

If approved in your state, we will waive the withdrawal charge for a full withdrawal if (a) at least one year has passed since we issued your Contract and (b) 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. An "eligible nursing home" means a licensed hospital or licensed skilled or intermediate care nursing facility at which medical treatment is available on a daily basis and daily medical records are kept for each patient. You must provide us evidence of confinement in the form we determine.

We do not impose the withdrawal charge on amounts you apply to provide an annuity, amounts we pay as a death benefit, 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)] ^ (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); and
N	is the number of complete months remaining in your Guarantee Period.

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.

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

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CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account an annual Account Fee to help cover the administrative expenses we incur related to the issuance of Contracts and the maintenance of Accounts. We deduct the Account Fee on each Account Anniversary, which is the anniversary of the first day of the month after we issue your Contract. In Account Years 1 through 5, the Account Fee is equal to the lesser of $30 or 2% of your Account Value. After Account Year 5, we may change the Account Fee each year, but the Account Fee will never exceed the lesser of $50 or 2% of your Account Value. 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 annual Account Fee if:

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l	your Account Value has been allocated only to the Fixed Account during the applicable Account Year; or
l	your Account Value is more than $75,000 on your Account Anniversary.

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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 $30 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 risk 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

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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 1.25%. 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 Annuitant prior to the Annuity Commencement Date. The expense risk we assume is the risk that the Account Fee and the 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 may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contracts.

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Premium Taxes

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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 any time, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses

There are fees and charges deducted from each Fund. These fees and expenses are described in the Fund's prospectus and related Statement 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 the Annuitant dies during the Accumulation Phase, we will pay a death benefit to the designated Beneficiary(ies), using the payment method elected - a single cash payment or one of our Annuity Options. (If you have named more than one Annuitant, the death benefit will be payable after the death of the last surviving of the Annuitants.) If the Beneficiary is not living on the date of death, we will pay the death benefit in one sum to you or to your estate if you are the Annuitant. We do not pay a death benefit if the Annuitant dies during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

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Spousal Continuance

If your spouse is your Beneficiary, upon your death (if you are the Annuitant) your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit. In that case, the death benefit provisions of the Contract will not apply until the death of your spouse (see "Other Contract Provisions - Death of Participant").

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 the Annuitant's death in an acceptable form ("Due Proof of Death") if you have elected a death benefit payment method before the Annuitant's 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 either the Beneficiary's election of payment method, or if you were the Annuitant and the Beneficiary is your spouse, the Beneficiary's election to continue the Contract. 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.

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

If the Annuitant was 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;
(3)	your Account Value on the Seven-Year Anniversary immediately before the Death Benefit Date, adjusted for subsequent Purchase Payments and partial withdrawals and charges made between the Seven-Year Anniversary and the Death Benefit Date; and
(4)	your total Purchase Payments minus the sum of partial withdrawals; interest will accrue daily on each Purchase Payment and each partial withdrawal at a rate equivalent to a rate of 5% per year until the first day of the month following the Annuitant's 80th birthday, or until the Purchase Payment or partial withdrawal has doubled in amount, whichever is earlier.

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

If the death benefit we pay is amount (2), (3) or (4), your Account Value will be increased by the excess, if any, of that amount over amount (1). 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 MFS/Sun Life Money Market Sub-Account (without the application of a Market Value Adjustment). The Beneficiary may then transfer to the Fixed Account and begin a new Guarantee Period.

Method of Paying Death Benefit

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

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

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If we pay the death benefit in the form of an Annuity Option, the Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option (see "The Income Phase - Annuity Provisions").

Neither you nor the Beneficiary may exercise rights that would adversely affect the treatment of the Contract as an annuity contract under the Internal Revenue Code. (See "Other Contract Provisions - Death of Participant.")

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:

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l	an original certified copy of an official death certificate;
l	an original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or
l	any other proof we find satisfactory.

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THE INCOME PHASE - ANNUITY PROVISIONS

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

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

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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(s) 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.")

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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 Options refer to the Annuitant as the "Payee."

Under 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 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 on the Annuity Commencement Date.

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:

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l	The earliest possible Annuity Commencement Date is the first day of the second month following your Contract Date.
l	The latest possible Annuity Commencement Date is the first day of the month following the Annuitant's 90th birthday or, if there is a Co-Annuitant, the 90th birthday of the younger of the Annuitant and Co-Annuitant.
l	The Annuity Commencement Date must always be the first day of a month.

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

l	We must receive your notice, in good order, at least 30 days before the current Annuity Commencement Date.
l	The new Annuity Commencement Date must be at least 30 days after we receive the notice.

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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. For example, 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, except that Annuity Option E is available only for a Fixed Annuity. We may also agree to other settlement options, at our discretion.

     Annuity Option A - Life Annuity

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

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

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

     Annuity Option C - Joint and Survivor Annuity

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

     Annuity Option D - Monthly Payments for a Specified Period Certain

We make monthly payments for a specified period of time from 5 to 30 years, as you elect. If payments under this option are paid on a Variable Annuity basis, the Annuitant may elect to receive 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.

     Annuity Option E - Fixed Payments

We hold the portion of your Adjusted Account Value selected for this option at interest, and make fixed payments in such amounts and at such times as you and we may agree. We continue making payments until the amount we hold is exhausted. The final payment will be for the remaining balance and may be less than the previous installments. We will credit interest yearly on the amount remaining unpaid at a rate we determine from time to time, but never less than 3% per year (or a higher rate if specified in your Contract), compounded annually. We may change the rate at any time, but will not reduce it more frequently than once each calendar year. 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 annuity 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 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 immediately prior to the Annuity Commencement Date and making the following adjustments:

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l	we deduct a proportional amount of the annual Account Fee, based on the fraction of the current Account Year that has elapsed;
l	if applicable, we apply the Market Value Adjustment to your Account Value in the Fixed Account, which may result in a deduction, an addition, or no change to your Account Value; and
l	we deduct any applicable premium tax or similar tax if not previously deducted.

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     Variable Annuity Payments

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 from one Sub-Account to another, 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 from one Sub-Account to another, the Annuitant should carefully review the Fund prospectuses for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

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

Account Fee

During the Income Phase, we deduct the annual Account Fee of $30 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments.

Annuity Payment Rates

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

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

Annuity Options as Method of Payment for Death Benefit

You or your Beneficiary may also select one or more Annuity Options to be used in the event of your death before the Income Phase, as described under the "Death Benefit" section of this Prospectus. In that case, your Beneficiary will be the Annuitant/Payee. 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

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 during the lifetime of the Annuitant before the Annuity Commencement Date, except as the Contract otherwise provides.

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

Change of Ownership

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

The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the last 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.

Death of Participant

If your Contract is a Non-Qualified Contract and you die prior to the Annuitant and before the Annuity Commencement Date, special distribution rules apply. In that case, your Account Value, plus or minus any Market Value Adjustment, must be distributed to your "designated beneficiary" within the meaning of Section 72(s) of the Internal Revenue Code, 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, 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, the Annuitant automatically becomes the designated beneficiary.

If the designated beneficiary is your surviving spouse, your spouse may elect to continue the Contract in his or her own name as Participant. If you were the Annuitant as well as the Participant, your surviving spouse (if the designated beneficiary) may elect to be named as both Participant and Annuitant and continue the Contract; in that case, we will not pay a death benefit and the Account Value will not be increased to reflect the death benefit calculation. In all other cases where you are the Annuitant, the death benefit provisions of the Contract control, subject to the condition that any Annuity Option elected complies with the special distribution requirements described above.

If your spouse elects to continue the Contract (either in the case where you are the Annuitant or in the case where you are not the Annuitant), your spouse must give us written notification within 60 days after we receive Due Proof of Death, and the special distributioon rules described above will apply on the death of your spouse.

If you are the Annuitant and you die during the Income Phase, the remaining value of the Annuity Option in place must be distributed at least as rapidly as the method of distribution under the option.

If the Participant is not a natural person, these distribution rules apply on a change in, or the death of, any Annuitant or Co-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.

If yours is a Qualified Contract, any distributions upon your death will be subject to the laws and regulations governing the particular retirement or deferred compensation plan in connection with which the Qualified Contract was issued.

Voting of Fund Shares

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

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

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

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

Periodic Reports

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

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

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

Substitution of Securities

Shares of any or all Funds may not always be available for investment under the Contract. We may add or delete Funds or other investment companies as variable investment options under the Contracts. We may also substitute 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 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 we deem 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 Contracts.

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

Limitation or Discontinuance of New Participants

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

Reservation of Rights

We reserve the right, to the extent permitted by law, to: (1) combine any 2 or more variable accounts; (2) add or delete Funds 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 sale representative. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value at the end of the Valuation Period during which we received it. However, if applicable state law requires we will return the full amount of any Purchase Payment(s) we received.

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If you are establishing an Individual Retirement Account ("IRA"), the Internal Revenue Code requires that we give you a disclosure statement containing certain information about the Contract and applicable legal requirements. We must give you this statement on or before the date the IRA is established. If we give you the disclosure statement before the seventh day preceding the date the IRA is established, you will not have any right of revocation under the Code. If we give you the disclosure statement at a later date, then you may give us a notice of revocation at any time within 7 days after your 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

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

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

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

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

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     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.

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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:

l	a distribution which is one of a series of substantially equal periodic payments made annually under a lifetime annuity or for a specified period of ten years or more;
l	any required minimum distribution, or
l	any hardship distribution.

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

     Withholding

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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.

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     Investment Diversification and Control

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

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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

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

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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

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

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     Tax-Sheltered Annuities

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

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

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

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 IRAs and we will provide purchasers of the Contracts as Individual Retirement Annuities with any necessary information. You will have the right to revoke a Contract issued as an Individual Retirement Annuity under certain circumstances, as described in the section of this Prospectus entitled "Right to Return." If your Contract is issued in connection with an Individual Retirement Account, we have no information about the Account and you should contact the Account's trustee or custodian.

     Roth Individual Retirement Arrangements

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

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

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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.

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

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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

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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 7.46% of Purchase Payments, and 1.00% annually of the Participant's Account Value. The Company may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by NASD rules and other applicable laws and regulations.

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

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

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

Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading "Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates." During 2003, 2004, and 2005, approximately $5,174, $2,801, and $2,969, respectively, in commissions were paid to but not retained by Clarendon in connection with 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 variable option. This information may include "Average Annual Total Return," "Cumulative Growth Rate" and "Cumulative Compound Growth Rate." We may also advertise "yield" and "effective yield" for some variable options.

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Average Annual Total Return measures the net income of the variable option 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 variable option over that period. Standardized Average Annual Total Return information covers the period after we began offering 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 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.

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

The performance figures used by the Variable Account are based on the actual historical performance of the Funds for the specified periods, and the figures are not intended to indicate future performance. For periods before the date the Contracts became available, we calculate the performance information for the Sub-Account on a hypothetical basis. To do this, we reflect deductions of the current Contract fees and charges from the historical performance of the corresponding 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 MFS/Sun Life 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 MFS/Sun Life Money Market Sub-Account similarly, but include the increase due to assumed compounding. The MFS/Sun Life 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 Contracts. This Prospectus does not contain all of the information contained in the registration statements and their exhibits. For further information regarding the Variable Account, the Company and the Contracts, please refer to the registration statements and their exhibits.

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

You can inspect and copy this information and our registration statements at the SEC's public reference facilities at the following locations: Washington, D.C. - 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; Chicago, Illinois - 500 West Madison Street, Chicago, IL 60661. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http://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, 2005 filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is incorporated herein by reference. All documents or reports we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

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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 document (unless such exhibits are specifically incorporated by reference in this Prospectus). Requests for such document 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.

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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.

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

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

LEGAL PROCEEDINGS

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

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FINANCIAL STATEMENTS

The financial statements of the Company which are included in the Statement of Additional Information 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, 2005 are also included in the Statement of Additional Information.

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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

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

This Prospectus sets forth information about the Contracts and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contracts and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated May 1, 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 (888) 786-2435.

To:	Sun Life Assurance Company of Canada (U.S.) P.O. Box 9133 Wellesley Hills, Massachusetts 02481
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	Please send me a Statement of Additional Information for Futurity 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 of (a) 12 full calendar months plus (b) the part of the calendar month in which we issue your Contract (if not on the first day of the month), beginning with the Contract Date. Your Account Anniversary is the first day immediately after the end of an Account Year. Each Account Year after the first is the 12 calendar month period that begins on your Account Anniversary. If, for example, the Contract Date is in March, the first Account Year will be determined from the Contract Date but will end on the last day of March in the following year; your Account Anniversary is April 1 and all Account Years after the first will be measured from April 1.

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 named in the Application and on whose life the first annuity payment is to be made. In a Non-Qualified Contract, if you name someone other than yourself as Annuitant, you may also name a Co-Annuitant. If you do, all provisions of the Contract based on the death of the Annuitant will be based on the date of death of the last surviving of the persons named. By example, if the Annuitant dies prior to the Annuity Commencement Date, the Co-Annuitant will become the new Annuitant. The death benefit will become due only on the death before the Annuity Commencement Date of the last surviving Annuitant and Co-Annuitant named. These persons are referred to collectively in the Contract as "Annuitants." If you have named both an Annuitant and 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. In the absence of such designation, the Co-Annuitant will become the sole Annuitant during the Income Phase.

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

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

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

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

*BENEFICIARY: The person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who is the "designated beneficiary" for purposes of Section 72(s) of the Internal Revenue Code.

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.

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

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

DEATH BENEFIT DATE: If you have elected a death benefit payment option before your 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 cash.

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.

EXPIRATION DATE: The last day of a Guarantee Period.

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

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

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

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

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

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

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

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

INCOME PHASE: The period on and after the Annuity Commencement Date during which we make 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: The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax.

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

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

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

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 Annuitant.

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

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

SEVEN-YEAR ANNIVERSARY: The seventh Account Anniversary and each succeeding Account Anniversary occurring at any seven year interval thereafter; for example, the 14th, 21st and 28th Account Anniversaries.

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

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

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

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

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

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

* You specify these items on the Certificate Specifications page 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 Surrender:

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

Account Year	Hypothetical Account Value	Free Withdrawal Amount	Purchase Payments Liquidated	Withdrawal Charge Percentage	Withdrawal Charge Amount
1	$41,000	$ 4,000(a)	$37,000	6.00%	$2,220
3	$52,000	$12,000(b)	$40,000	5.00%	$2,000
7	$80,000	$28,000(c)	$40,000	3.00%	$1,200
9	$98,000	$68,000(d)	$40,000	0.00%	$ 0

(a)	The free withdrawal amount during an Account Year is equal to 10% of new Payments (those Payments made in current Account Year or in the 6 immediately preceding Account Years) less any prior partial withdrawals in that Account Year. Any portion of the free withdrawal amount that is not used in the current Account Year is carried forward into future years. In the first Account Year 10% of new Payments is $4,000. Therefore, on full surrender $4,000 is withdrawn free of the withdrawal charge and the Purchase Payment liquidated is $37,000 (Account Value less free withdrawal amount). The withdrawal charge amount is determined by applying the withdrawal charge percentage to the Purchase Payment liquidated.
(b)	In the third Account Year, the free withdrawal amount is equal to $12,000 ($4,000 for the current Account Year, plus an additional $8,000 for Account Years 1 and 2 because no partial withdrawals were taken and the unused free withdrawal amount is carried forward into future Account Years). The withdrawal charge percentage is applied to the liquidated Purchase Payment (Account Value less free withdrawal amount).
(c)	In the seventh Account Year, the free withdrawal amount is equal to $28,000 ($4,000 for the current Account Year, plus an additional $24,000 for Account Years 1 through 6, $4,000 for each Account Year because no partial withdrawals were taken and the unused free withdrawal amount is carried forward into future Account Years). The withdrawal charge percentage is applied to the liquidated Purchase Payment (Account Value less free withdrawal amount, but not greater than actual Purchase Payments).
(d)	In Account Year 9, the free withdrawal amount is $68,000, calculated as follows: There are no Annual Withdrawal Allowances for Account Years 8 or 9 because there are no New Payments in those years. The $40,000 Purchase Payment made in Account Year 1 is now an Old Payment that constitutes a portion of the free withdrawal amount. In addition, the unused Annual Withdrawal Allowances of $4,000 for each of Account Years 1 through 7 are carried forward and available for use in Account Year 9. The $98,000 full withdrawal is attributed first to the free withdrawal amount. Because the remaining $30,000 is not withdrawn from New Payments, this part of the withdrawal also will not be subject to the withdrawal charge.

Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is deposited at issue, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fifth Account Year, and there are a series of three partial withdrawals made during the fifth Account Year of $9,000, $12,000, and $15,000.

	Hypothetical Account Value	Partial Withdrawal Amount	Free Withdrawal Amount	Purchase Payments Liquidated	Withdrawal Charge Percentage	Withdrawal Charge Amount
(a)	$64,000	$ 9,000	$20,000	$ 0	4.00%	$ 0
(b)	$56,000	$12,000	$11,000	$ 1,000	4.00%	$ 40
(c)	$40,000	$15,000	$ 0	$15,000	4.00%	$600

(a)	The free withdrawal amount during an Account Year is equal to 10% of new Payments (those Payments made in current Account Year or in the 6 immediately preceding Account Years) less any prior partial withdrawals in that Account Year. Any portion of the free withdrawal amount that is not used in the current Account Year is carried forward into future years. In the fifth Account Year, the free withdrawal amount is equal to $20,000 ($4,000 for the current Account Year, plus an additional $16,000 for Account Years 1 through 4, $4,000 for each Account Year because no partial withdrawals were taken). The partial withdrawal amount ($9,000) is less than the free withdrawal amount so no Purchase Payments are liquidated and no withdrawal charge applies.
(b)	Since a partial withdrawal of $9,000 was taken, the remaining free withdrawal amount is equal to $11,000. The $12,000 partial withdrawal will first be applied against the $11,000 free withdrawal amount, and then will liquidate Purchase Payments of $1,000, incurring a withdrawal charge of $40.
(c)	The free withdrawal amount is zero since the previous partial withdrawals have already used the free withdrawal amount. The entire partial withdrawal amount will result in Purchase Payments being liquidated and will incur a withdrawal charge. At the beginning of the next Account Year, 10% of Purchase Payments would be available for withdrawal requests during that Account Year.

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

The MVA factor is:

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

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

Example of a Negative MVA:

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

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.

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 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 .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

CONDENSED FINANCIAL INFORMATION

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

	Accumulation	Accumulation	Number of
	Unit Value	Unit Value	Accumulation
	Beginning	End	Units End
Sub-Account	of Period	of Period	of Period	Year
AIM V.I. Capital Appreciation Fund	10.6988	11.4839	205,090	2005
	10.1748	10.6988	267,204	2004
	7.9657	10.1748	281,363	2003
	10.6781	7.9657	291,182	2002
	14.1147	10.6781	377,445	2001
	16.0639	14.1147	323,566	2000
	11.2634	16.0639	227,735	1999
	10.0000	11.2634	141,292	1998
AIM V.I. Growth Fund	8.0182	8.4991	250,701	2005
	7.5127	8.0182	338,960	2004
	5.8045	7.5127	365,331	2003
	8.5268	5.8045	508,491	2002
	13.0788	8.5268	356,943	2001
	16.6782	13.0788	563,444	2000
	12.5052	16.6782	442,430	1999
	10.0000	12.5052	204,502	1998
AIM V.I. Growth and Income Fund	10.5268	10.9334	183,596	2005
	9.7960	10.5268	256,244	2004
	7.9835	9.7960	303,782	2003
	9.5897	7.9835	392,815	2002
	12.6062	9.5897	567,955	2001
	14.9550	12.6062	731,377	2000
	11.2957	14.9550	799,385	1999
	10.0000	11.2957	332,662	1998
AIM V.I. International Equity Fund	11.9128	13.8552	238,580	2005
	9.7415	11.9128	255,703	2004
	7.6535	9.7415	250,492	2003
	9.2033	7.6535	288,976	2002
	12.2053	9.2033	368,128	2001
	16.8153	12.2053	517,861	2000
	10.9969	16.8153	458,813	1999
	10.0000	10.9969	216,812	1998
Alger American Growth Portfolio	11.1726	12.3447	189,312	2005
	10.7391	11.1726	241,887	2004
	8.0565	10.7391	305,433	2003
	12.1917	8.0565	372,593	2002
	14.0201	12.1917	523,768	2001
	16.6799	14.0201	674,890	2000
	12.6460	16.6799	755,329	1999
	10.0000	12.6460	285,990	1998
Alger American Income and Growth Portfolio	12.6640	12.9191	112,009	2005
	11.9080	12.6640	157,076	2004
	9.2990	11.9076	227,925	2003
	13.6861	9.2993	267,820	2002
	16.1991	13.6861	342,981	2001
	16.6354	16.1991	436,526	2000
	11.8414	16.6354	434,832	1999
	10.0000	11.8414	194,995	1998
Alger American Small Capitalization Portfolio	8.6099	9.9248	41,577	2005
	7.4896	8.6099	51,543	2004
	5.3352	7.4896	63,082	2003
	7.3331	5.3352	95,043	2002
	10.5502	7.3331	135,520	2001
	14.6937	10.5502	199,588	2000
	11.3603	14.6937	182,220	1999
	10.0000	11.3603	77,472	1998
Credit Suisse Institutional Emerging Markets	11.9850	15.1218	32,684	2005
Portfolio	9.7279	11.9850	27,847	2004
	6.9038	9.7279	27,513	2003
	7.9159	6.9038	33,774	2002
	8.8847	7.9159	33,041	2001
	13.1613	8.8847	41,504	2000
	7.2856	13.1613	68,070	1999
	10.0000	7.2856	22,480	1998
	10.0000	11.0000	210,952	1998
Credit Suisse Institutional Global Post-Venture	9.2125	10.5525	14,180	2005
Capital Portfolio	7.9175	9.2125	15,467	2004
	5.4371	7.9175	15,169	2003
	8.3734	5.4371	15,910	2002
	11.8989	8.3734	20,242	2001
	14.8836	11.8989	26,874	2000
	9.2305	14.8836	21,318	1999
	10.0000	9.2305	14,715	1998
Credit Suisse Institutional International Equity	10.7958	12.1063	140,536	2005
Portfolio	9.6466	10.7958	138,248	2004
	7.2194	9.6466	141,962	2003
	7.6865	7.2194	139,994	2002
	10.0288	7.6865	34,239	2001
	13.7221	10.0288	46,899	2000
	9.0185	13.7221	52,931	1999
	10.0000	9.0185	18,253	1998
Credit Suisse Institutional Small Company	10.3348	9.9194	106,290	2005
Growth Portfolio	9.4525	10.3348	127,497	2004
	6.4522	9.4525	40,409	2003
	9.8671	6.4522	50,631	2002
	11.9134	9.8671	68,550	2001
	14.7515	11.9134	79,238	2000
	8.8466	14.7515	153,457	1999
	10.0000	8.8466	41,843	1998
Goldman Sachs VIT International Equity Fund	10.7958	12.1063	140,536	2005
	9.6466	10.7958	138,248	2004
	7.2194	9.6466	141,962	2003
	8.9643	7.2194	139,994	2002
	11.6938	8.9643	160,856	2001
	13.6576	11.6938	71,063	2000
	10.5032	13.6576	62,975	1999
	10.0000	10.5032	30,394	1998
Goldman Sachs V.I.T. Core Small Cap Equity Fund	14.8594	15.5441	60,487	2005
	12.9530	14.8594	38,607	2004
	8.9957	12.9530	85,036	2003
	10.7273	8.9957	59,103	2002
	10.4070	10.7273	139,154	2001
	10.3704	10.4070	443,344	2000
	8.9463	10.3704	423,081	1999
	10.0000	8.9463	31,476	1998
Goldman Sachs V.I.T. Core U.S. Equity Fund	11.9603	12.5637	187,415	2005
	10.5516	11.9603	222,555	2004
	8.2635	10.5516	221,021	2003
	10.7283	8.2635	268,379	2002
	12.3549	10.7283	350,753	2001
	13.8599	12.3549	475,664	2000
	11.3062	13.8599	575,303	1999
	10.0000	11.3062	282,448	1998
Goldman Sachs V.I.T. Growth and Income Fund	10.1527	10.4064	138,004	2005
	8.6661	10.1527	143,252	2004
	7.0661	8.6661	165,798	2003
	8.0814	7.0661	184,146	2002
	9.0392	8.0814	255,332	2001
	9.6158	9.0392	315,802	2000
	9.2498	9.6158	301,072	1999
	10.0000	9.2498	199,770	1998
J.P. Morgan International Equities Portfolio	10.1248	11.0531	50,762	2005
	8.6734	10.1248	62,190	2004
	6.6404	8.6734	59,815	2003
	8.2425	6.6404	57,292	2002
	10.3374	8.2425	75,007	2001
	12.4536	10.3374	87,839	2000
	9.2403	12.4536	105,324	1999
	10.0000	9.2403	52,419	1998
J.P. Morgan Small Company Portfolio	12.2635	12.5079	41,238	2005
	9.7788	12.2635	47,492	2004
	7.2920	9.7788	43,594	2003
	9.4377	7.2920	41,870	2002
	10.4061	9.4377	38,946	2001
	11.8980	10.4061	48,750	2000
	8.3553	11.8980	41,135	1999
	10.0000	8.3553	22,655	1998
J.P. Morgan U.S. Large Cap Core Equity Portfolio	9.7910	9.7866	185,030	2005
	9.0681	9.7910	240,757	2004
	7.1758	9.0681	251,759	2003
	9.6535	7.1758	282,533	2002
	11.1129	9.6535	386,633	2001
	12.6575	11.1129	517,380	2000
	10.8269	12.6575	568,955	1999
	10.0000	10.8269	293,787	1998
Lord Abbett Series Fund Growth and Income	14.1450	14.4032	492,025	2005
Portfolio	12.7326	14.1450	569,834	2004
	9.8545	12.7326	578,200	2003
	12.1912	9.8545	581,492	2002
	13.2532	12.1912	751,073	2001
	11.6064	13.2532	639,759	2000
	10.0766	11.6064	681,170	1999
	10.0000	10.0766	333,805	1998
MFS/Sun Life Capital Appreciation Series	8.8713	8.8293	185,309	2005
	8.1028	8.8713	243,372	2004
	6.3834	8.1028	219,763	2003
	9.5735	6.3834	270,099	2002
	12.9992	9.5735	475,135	2001
	14.8787	12.9992	597,093	2000
	11.3759	14.8787	490,436	1999
	10.0000	11.3759	403,733	1998
MFS/Sun Life Emerging Growth Series	10.2179	10.9980	213,362	2005
	9.1497	10.2179	305,761	2004
	7.0556	9.1497	363,789	2003
	10.8690	7.0556	375,866	2002
	16.8486	10.8690	617,144	2001
	21.1132	16.8486	692,959	2000
	12.1772	21.1132	644,429	1999
	10.0000	397,132	644,429	1998
MFS/Sun Life Government Securities Series	13.3883	13.5081	317,388	2005
	13.0842	13.3883	395,198	2004
	12.9882	13.0842	500,336	2003
	11.9943	12.9882	684,309	2002
	11.3197	11.9943	593,532	2001
	10.2352	11.3197	485,303	2000
	10.5829	10.2352	635,712	1999
	10.0000	10.5829	150,350	1998
MFS/Sun Life High Yield Series	12.3126	12.4094	205,560	2005
	11.3975	12.3126	268,102	2004
	9.5166	11.3975	321,815	2003
	9.3961	9.5166	330,474	2002
	9.3641	9.3961	427,165	2001
	10.1846	9.3641	467,681	2000
	9.6667	10.1846	581,114	1999
	10.0000	9.6667	217,924	1998
MFS/Sun Life Money Market Series	11.2203	11.3667	213,236	2005
	11.2846	11.2203	318,669	2004
	11.3710	11.2846	298,819	2003
	11.3852	11.3710	496,875	2002
	11.1246	11.3852	598,302	2001
	10.6449	11.1246	539,256	2000
	10.3120	10.6449	663,091	1999
	10.0000	10.3120	371,404	1998
MFS/Sun Life Utilities Series	13.7343	15.8876	215,118	2005
	10.6825	13.7343	283,539	2004
	7.9496	10.6825	322,510	2003
	10.5860	7.9496	384,433	2002
	14.1833	10.5860	661,923	2001
	13.4418	14.1833	756,858	2000
	10.3843	13.4418	762,245	1999
	10.0000	10.3843	278,221	1998
OpCap Equity Portfolio	11.5207	12.1623	153,120	2005
	10.4374	11.5207	188,274	2004
	8.2314	10.4374	236,981	2003
	10.6211	8.2314	278,301	2002
	11.5835	10.6211	491,210	2001
	10.6854	11.5835	615,342	2000
	10.5664	10.6854	770,005	1999
	10.0000	10.5664	363,748	1998
OpCap Mid Cap Portfolio	21.3761	24.4939	69,650	2005
	18.1633	21.3761	90,877	2004
	13.9078	18.1633	110,946	2003
	15.1861	13.9078	140,292	2002
	14.4520	15.1861	267,579	2001
	11.6402	14.4520	313,356	2000
	9.7036	11.6402	208,499	1999
	10.0000	9.7036	93,160	1998
OpCap Small Cap Portfolio	15.3457	15.1430	47,202	2005
	13.2005	15.3457	58,525	2004
	9.3830	13.2005	91,432	2003
	12.1415	9.3830	117,222	2002
	11.3656	12.1415	263,678	2001
	7.9927	11.3656	224,362	2000
	8.2560	7.9927	235,529	1999
	10.0000	8.2560	8,567	1998
Salomon Brothers Variable Capital Fund	16.5603	16.9932	40,865	2005
	15.5041	16.5603	43,009	2004
	11.3073	15.5041	45,932	2003
	15.0967	11.3073	50,322	2002
	15.2248	15.0967	58,507	2001
	13.0553	15.2248	33,486	2000
	10.8433	13.0553	29,639	1999
	10.0000	10.8433	21,329	1998
Salomon Brothers Variable Investors Fund	13.0390	13.6989	42,537	2005
	11.9790	13.0390	46,158	2004
	9.1790	11.9790	45,865	2003
	12.0953	9.1789	44,172	2002
	12.7964	12.0953	46,806	2001
	11.2585	12.7964	50,200	2000
	10.2249	11.2585	58,715	1999
	10.0000	10.2249	32,282	1998
Salomon Brothers Variable Strategic Bond Fund	14.6110	14.7654	196.146	2005
	13.8926	14.6110	208,945	2004
	12.4412	13.8926	227,700	2003
	11.5906	12.4412	266,349	2002
	10.9937	11.5906	312,493	2001
	10.3875	10.9937	432,976	2000
	10.4937	10.3875	649,260	1999
	10.0000	10.4937	277,473	1998
Salomon Brothers Variable Total Return Fund	11.8238	12.0476	269,408	2005
	11.0262	11.8238	311,151	2004
	9.6453	11.0262	303,977	2003
	10.5016	9.6453	280,674	2002
	10.7353	10.5016	377,628	2001
	10.0870	10.7353	429,550	2000
	10.1488	10.0870	657,323	1999
	10.0000	10.1488	293,921	1998
SCSM Value Small Cap Fund	11.9701	12.3165	124,146	2005
	10.2491	11.9701	202,999	2004
	7.3382	10.2491	121,927	2003
	10.0000	7.3382	136,383	2002

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

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Telephone:

Toll Free (888) 786-2435

General Distributor

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

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PART B

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MAY 1, 2006

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FUTURITY

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS

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

Advertising and Sales Literature

Tax Deferred Accumulation

Calculations

     Example of Variable Accumulation Unit Value Calculation

     Example of Variable Annuity Unit Calculation

     Example of Variable Annuity Payment Calculation

Distribution of the Contract

Designation and Change of Beneficiary

Custodian

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 Futurity Variable and Fixed Annuity (the "Contract") 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 Prospectus dated May 1, 2006. This Statement of Additional Information should be read in conjunction with the Prospectus, a copy of which may be obtained without charge from the Company by writing to Sun Life Assurance Company of Canada (U.S.), c/o Retirement Products and Services, P.O. Box 9133, Wellesley Hills, Massachusetts 02481, or by telephoning (888)-786-2435.

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

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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.

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

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

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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 .00003809 (the daily equivalent of the current maximum charge of 1.40% on an annual basis) gives a net investment factor of 1.00323702. 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 14.6117130 (14.5645672 x 1.00323702).

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 12.3846391 (12.3456789 x 1.00323702 (the Net Investment Factor) x 0.99991902. 0.99991902 is the factor, for a one day Valuation Period, that neutralizes the assumed interest rate of 3% per year used to establish the Annuity Payment Rates found in certain Contracts.

EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION

Suppose that a Participant Account is credited with 8,765.4321 variable accumulation units of a particular Sub-Account but is not credited with any fixed accumulation units; that the variable accumulation unit value and the annuity unit value for the particular Sub-Account for the valuation period which ends immediately preceding the annuity commencement date are 14.5645672 and 12.3456789 respectively; that the annuity payment rate for the age and option elected is $6.78 per $1,000; and that the annuity unit value on the day prior to the second variable annuity payment date is 12.3846391. The first variable annuity payment would be $865.57 (8,765.4321 x 14.5845672 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 12.3846391).

DISTRIBUTION OF THE CONTRACT

We offer the Contract on a continuous basis. Contracts are sold by licensed insurance agents in those states where the Contract may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Securities Exchange Act of 1934 who are members of the National Association of Securities Dealers, Inc. and who have entered into distribution agreements with the Company and the general distributor and principal underwriter of the Contracts, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon is a wholly-owned subsidiary of the Company. Clarendon is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. Clarendon also acts as the general distributor of certain other annuity contracts issued by the Company and its wholly-owned subsidiary, Sun Life Insurance and Annuity Company of New York, and variable life insurance contracts issued by the Company.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 7.34% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 1.00% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. The Company reserves the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. Commissions will not be paid with respect to Participant Accounts established for the personal account of employees of the Company or any of its affiliates, or of persons engaged in the distribution of the Contract, or of immediate family members of such employees or persons. In addition, commissions may be waived or reduced in connection with certain transactions described in the Prospectus under the heading "Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates."

DESIGNATION AND CHANGE OF BENEFICIARY

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

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

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

CUSTODIAN

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

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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 23, 2006, accompanying such financial statements expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of the 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, the adoption of provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, and the adoption of provisions of FASB Interpretation No 46R, Consolidation of Variable Interest Entities, effective December 31, 2003 as 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 7, 2006 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.

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.

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

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

CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

For the years ended December 31,

	2005	2004	2003
Revenues:
Premiums and annuity considerations	$ 51,982	$ 58,820	$ 60,518
Net investment income	1,112,529	1,134,257	1,208,750
Net derivative income (loss)	16,474	(98,419)	(203,200)
Net realized investment gains	16,925	96,074	134,085
Fee and other income	362,275	357,011	319,596
Total revenues	1,560,185	1,547,743	1,519,749
Benefits and expenses:
Interest credited	637,502	673,442	783,999
Interest expense	123,279	128,522	120,905
Policyowner benefits	187,013	141,377	201,248
Amortization of deferred acquisition costs ("DAC") and value of business acquired ("VOBA")	243,821	82,876	98,398
Other operating expenses	196,543	214,495	184,472
Total benefits and expenses	1,388,158	1,240,712	1,389,022
Income before income tax expense, minority interest and       cumulative effect of change in accounting principle	172,027	307,031	130,727
Income tax expense (benefit):
Federal	40,091	71,352	27,366
State	(2)	(98)	823
Income tax expense	40,089	71,254	28,189
Income before minority interest and cumulative
effect of change in accounting principles	131,938	235,777	102,538
Minority interest share of (loss) income	(1,214)	5,561	-
Income before cumulative effect of change in       accounting principles	133,152	230,216	102,538
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	$ 133,152	$ 221,276	$ 94,991

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	2005	2004
Investments
Available-for-sale fixed maturities at fair value (amortized cost of $15,620,827 and $16,207,312 in 2005 and 2004, respectively)	$ 15,677,148	$ 16,692,987
Trading fixed maturities at fair value (amortized cost of $1,982,762 and $1,408,618 in 2005 and 2004, respectively)	1,984,848	1,491,028
Subordinated note from affiliate held-to-maturity (fair value of $645,755 and $689,132 in 2005 and 2004, respectively)	600,000	600,000
Short-term investments	-	23,957
Mortgage loans	1,739,370	1,465,896
Derivative instruments - receivable	487,947	566,401
Limited partnerships	222,148	304,809
Real estate	170,510	168,139
Policy loans	701,769	696,305
Other invested assets	554,917	791,541
Cash and cash equivalents	347,654	552,949
Total investments	22,486,311	23,354,012
Accrued investment income	261,507	279,679
Deferred policy acquisition costs	1,341,377	1,147,181
Value of business acquired	53,670	24,130
Deferred federal income taxes	4,360	-
Goodwill	701,451	701,451
Receivable for investments sold	79,860	21,213
Reinsurance receivable	1,860,680	1,928,365
Other assets	122,239	111,131
Separate account assets	19,095,391	19,120,381
Total assets	$ 46,006,846	$ 46,687,543
LIABILITIES
Contractholder deposit funds and other policy liabilities	$ 18,668,578	$ 18,846,238
Future contract and policy benefits	768,297	721,135
Payable for investments purchased	248,733	284,511
Accrued expenses and taxes	150,318	95,655
Deferred federal income taxes	-	64,610
Long-term debt	-	33,500
Debt payable to affiliates	1,125,000	1,025,000
Partnership capital securities	607,826	607,826
Reinsurance payable to affiliate	1,652,517	1,697,348
Derivative instruments - payable	197,765	228,774
Other liabilities	766,657	1,010,006
Separate account liabilities	19,095,391	19,120,381
Total liabilities	43,281,082	43,734,984
Commitments and contingencies - Note 19
Minority interest	-	5,561
STOCKHOLDER'S EQUITY
Common stock, $1,000 par value - 10,000 shares authorized; 6,437 shares issued and outstanding in 2005 and 2004	$ 6,437	$ 6,437
Additional paid-in capital	2,138,880	2,131,888
Accumulated other comprehensive income	19,260	180,638
Retained earnings	561,187	628,035
Total stockholder's equity	2,725,764	2,946,998
Total liabilities and stockholder's equity	$ 46,006,846	$ 46,687,543

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,

	2005	2004	2003
Net income	$  133,152	$ 221,276	$ 94,991
Other comprehensive income (loss)
Net change in unrealized holding (losses) gains on
available-for-sale securities, net of tax and       policyholder amounts	(79,814)	23,103	158,442
Minimum pension liability adjustment, net of       tax	(1,842)	-	-
Reclassification adjustments of realized investment gains      into net income	(79,722)	(70,146)	(179,672)
Other comprehensive loss	(161,378)	(47,043)	(21,230)
Comprehensive (loss) income	$  (28,226)	$ 174,233	$ 73,761

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, 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
Net income	-	-	-	133,152	133,152
Additional paid-in-capital	-	6,992	-	-	6,992
Dividends	-	-	-	(200,000)	(200,000)
Other comprehensive loss	-	-	(161,378)	-	(161,378)
Balance at December 31, 2005	$ 6,437	$ 2,138,880	$ 19,260	$ 561,187	$ 2,725,764

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,

	2005	2004	2003
Cash Flows From Operating Activities:
Net income from operations	$ 133,152	$ 221,276	$ 94,991
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Minority interest share	(1,214)	5,561	-
Amortization (accretion) of discount and premiums	60,195	82,123	112,761
Amortization of DAC and VOBA	243,821	82,876	98,398
Depreciation and amortization	3,985	3,025	1,730
Non cash derivative activity	(93,478)	(18,690)	144,091
Net realized gains on investments	(16,925)	(96,074)	(134,085)
Net losses (gains) on trading investments	80,324	7,237	(63,573)
Net change in unrealized and undistributed (gains) losses in private equity limited partnerships	(48,244)	(58,981)	15,789
Interest credited to contractholder deposits	637,502	671,101	781,834
Deferred federal income taxes	22,047	72,648	43,029
Cumulative effect of change in accounting principles, net of tax	-	8,940	7,547
Changes in assets and liabilities:
Deferred acquisition costs	(261,917)	(346,996)	(263,762)
Accrued investment income	17,916	5,545	(28,655)
Future contract and policy benefits	25,123	(42,530)	(854)
Other, net	155,865	211,882	127,056
Net sales (purchases) of trading fixed maturities	(651,921)	27,801	(60,321)
Net cash provided by operating activities	306,231	836,744	875,976
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturities	5,685,008	10,472,377	13,004,400
Net cash from sale of subsidiary	17,040	39,687	1,500
Other invested assets	483,700	144,145	127,944
Mortgage loans	117,438	205,740	339,735
Real estate	947	-	14,275
Purchases of:
Available-for-sale fixed maturities	(5,269,211)	(10,367,260)	(13,414,490)
Other invested assets	(171,539)	(910,784)	(4,926)
Mortgage loans	(390,376)	(698,776)	(338,627)
Real estate	(6,648)	(86,743)	(16,153)
Changes due to other investments, net	(239,910)	728,637	5,100
Net change in policy loans	(5,464)	(3,418)	(10,858)
Net change in short-term investments	(4,576)	705	153,355
Net cash provided by (used in) investing activities	$ 216,409	$ (475,690)	$ (138,745)

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,

	2005	2004	2003
Cash Flows From Financing Activities:
Deposits to contractholder deposit funds	$ 2,720,141	$ 2,552,431	$ 2,461,677
Withdrawals from contractholder deposit funds	(3,404,468)	(2,867,815)	(3,411,004)
Net cash of Sun Capital Advisers, Inc	-	(2,910)	-
Issuance of debt	100,000	-	-
Dividends paid to stockholder	(150,600)	(150,000)	-
Additional capital contributed	-	60,000	-
Other, net	6,992	42,004	(145,258)
Net cash used in financing activities	(727,935)	(366,290)	(1,094,585)
Net change in cash and cash equivalents	(205,295)	(5,236)	(357,354)
Cash and cash equivalents, beginning of year	552,949	558,185	915,539
Cash and cash equivalents, end of year	$ 347,654	$ 552,949	$ 558,185
Supplemental Cash Flow Information
Interest paid	$ 122,474	$ 120,195	$ 118,302

Supplemental Schedule of non-cash investing and financing activities

In 2005, the Company declared and paid a $200.0 million dividend to its direct parent, Sun Life of Canada (U.S.) Holdings, Inc., consisting of $150.6 million in cash and $49.4 million in notes. 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.

On April 19, 2005, the Company sold its interest in a consolidated variable interest entity ("VIE"). As a result of the sale, bonds decreased by $42.5 million, short-term investments decreased by $28.5 million, investment income due and accrued decreased by $0.3 million, other invested assets decreased by $3.2 million, other liabilities decreased by $26.1 million, deferred tax liability decreased by $3.9 million, and notes payable decreased by $33.5 million.

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.

On June 30, 2004, the Company sold its interest in another consolidated VIE. 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.

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, 2005, 2004 and 2003

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. 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 universal 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, 2005, 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 was $1.9 million and $0.7 million for the years ended December 31, 2004 and 2003, respectively.

On April 19, 2005, the Company sold its interest in a consolidated VIE and recognized a gain of $6.1 million. The Company received net cash proceeds of $17.0 million and reduced consolidated assets and liabilities by $74.5 million and $63.6 million, respectively. The Company's net income for the year ended December 31, 2005 included a net loss of $0.8 million related to this VIE.

On June 30, 2004, the Company sold its interest in another consolidated VIE 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.

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, 2005, 2004 and 2003

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

GENERAL (CONTINUED)

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.

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
Pre-tax 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

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, 2005, the Company owned all of the outstanding shares of SLNY, Sun Life of Canada (U.S.) SPE 97-I, Inc. ("SPE 97-I"), Clarendon Insurance Agency, Inc. ("Clarendon"), SLF Private Placement Investment Company I, LLC ("Private Placement I"), Sun Parkaire Landing LLC ("Sun Parkaire"), 7101 France Avenue Manager, LLC ("France Avenue"), Independence Life and Annuity Company ("Independence Life"), and Sun Life of Canada (U.S.) Holdings General Partner LLC (the "General Partner"). During 2005, Sun Benefit Services Company, Inc., an inactive subsidiary, was dissolved.

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, 2005, 2004 and 2003

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

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. The Partnership was established to purchase subordinated debentures issued by the Company's parent, SLC - U.S. Ops Holdings, and to issue partnership capital securities to an affiliated business trust, Sun Life of Canada (U.S.) Capital Trust I (the "Capital Trust").

In addition, the Company had consolidated a certain interest in a VIE. The consolidation of the VIE required the Company to report its minority interest relating to the equity ownership not controlled by the Company. The Company's interest in the VIE was sold on April 19, 2005.

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, DAC, VOBA, the liabilities for future contract and policyholder benefits and other-than-temporary impairments of investments. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions involving various types of financial instruments, including cash 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.

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. Included with available for sale fixed maturities are mortgage backed securities in the To Be Announced form, ('TBA'). The Company records these purchases on trade date and the corresponding payable is recorded as an outstanding liability in the payable for investments purchased until the settlement date of the transaction. 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.

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, 2005, 2004 and 2003

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

INVESTMENTS (CONTINUED)

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 will be 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 property's value at the time that the original loan is made.

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

Real estate investments are held for the production of income or are 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 the investments 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.

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, 2005, 2004 and 2003

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

DEFERRED POLICY ACQUISITION COSTS

Acquisition costs consist of commissions, underwriting and other costs, which vary with and are primarily related to the production of new business. Acquisition costs related to investment-type contracts, primarily deferred annuity and 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, interest credited, policyholder benefits and direct variable administrative expenses. This amortization is reviewed periodically and adjusted retrospectively when the Company revises 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.

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.

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 $12.8 million and $172.9 million at December 31, 2005 and 2004, respectively, to reflect unrealized gains and losses.

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 $1.2 million and $48.2 million at December 31, 2005 and 2004, respectively, to account for 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 on November 1, 2001. 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 2005 and concluded that these assets were not impaired.

During 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.

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, 2005, 2004 and 2003

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

OTHER ASSETS (CONTINUED)

Amortization of leasehold improvements is calculated 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 that are not subject to amortization and of intangible assets related 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 ("SPWL") 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.

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.

The fair values of S&P 500 Index and other equity linked embedded derivatives are produced using standard derivative valuation techniques.

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 recorded at fair value through earnings. The fair value of the embedded derivatives is calculated stochastically using risk neutral scenarios over a 50 year projection. Policyholder assumptions are based on experience studies and industry standards.

REVENUE AND EXPENSES

Premiums for traditional individual life products are considered earned revenue when due. Premiums related to group life, stop loss and group disability insurance are recognized as earned 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 to spread income recognition over the expected life of the policy. 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.

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, 2005, 2004 and 2003

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

INCOME TAXES

For the years ended December 31, 2005 and 2004, the Company participated in a consolidated federal income tax return with SLC - US Ops Holdings and other affiliates. For the 2003 tax year, as in prior years, the Company participated in the consolidated federal income tax return with SLC - U.S. Ops Holdings and other affiliates. For 2003, Keyport filed a separate consolidated return with an affiliate, Independence Life.

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.

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. The activity of the separate accounts is not reflected in the financial statements except for: (1) the fees the Company receives, which are assessed on a daily or monthly basis and recognized as revenue when assessed and earned; and (2) the activity related to the guaranteed minimum death benefit ('GMDB'), guaranteed minimum income benefit ('GMIB'), guaranteed minimum accumulation benefit ('GMAB') and guaranteed minimum withdrawal benefit ('GMWB') are reflected in the Company's consolidated financial statements.

ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements

In November of 2005, the FASB issued FASB Staff Position ("FSP") 115-1 and 124-1 "The Meaning of Other-Than-Temporary Impairments and its Application to Certain Investments." This FSP is effective for reporting periods beginning after December 15, 2005. The FSP addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of the impairment loss. The statement also includes accounting guidance for periods subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Adoption of this FSP will not impact the methodology used by the Company to determine and measure impaired investments. See disclosure in Note 4.

In September of 2005, AICPA issued Statement of Position ("SOP") 05-1, "Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts." This 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." This SOP is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. 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, 2005, 2004 and 2003

ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In May of 2005, the Financial Accounting Standards Board (the "FASB") issued FASB Statement 154 "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3." This statement is effective for fiscal years beginning after December 15, 2005. This statement changes the requirements for the accounting and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. The statement eliminates the requirement in APB 20 to include the cumulative effect of a change in accounting in the income statement in the period of change and requires retrospective applications to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the specific period effects or the cumulative effect of the change. This statement applies to changes required by new accounting pronouncements only when the pronouncement does not include specific transition guidance. The Company will adopt this statement as required in 2006 and report any changes in accounting principle to be implemented in accordance with the requirements of the this pronouncement.

Other 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:

l	Establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts;
l	Deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC; and
l	Reporting and measuring the Company's interest in its separate accounts as investments.

See Footnote 12 for additional information regarding the impact of adoption.

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.

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.

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, 2005, 2004 and 2003

ACCOUNTING PRONOUNCEMENTS (CONTINUED)

The Company has a greater than or equal to 20% involvement in eight VIEs at December 31, 2005. The Company is a creditor in five trusts, two 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 $40.2 million and $62.8 million at December 31, 2005 and 2004, respectively. The notes mature between February 2006 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 included 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. The Company's interests in the VIEs were sold on April 19, 2005 and June 30, 2004. Refer to disclosures in footnote 2 for further discussion on the sale of the VIE's.

2. MERGERS, ACQUISITIONS AND DISPOSITIONS

On April 19, 2005, the Company sold its interest in a consolidated VIE and recognized a gain of $6.1 million. The Company received net cash proceeds of $17.0 million and reduced consolidated assets and liabilities by $74.5 million and $63.6 million, respectively. The Company's net income for the year ended December 31, 2005 includes a net loss of $0.8 million related to this VIE.

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 and 2003, was $1.9 million and $0.7 million, respectively.

On June 30, 2004, the Company sold its interest in another consolidated VIE 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 for the year ended December 31, 2004 includes net income of $7.1 million related to this VIE.

On December 31, 2003, Clarendon merged with an affiliate, Keyport Financial Services Corp ("KFSC")., 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 was liquidated during the fourth quarter of 2003. SLFSL served as marketing administrator for the distribution of offshore products offered by SLOC, an affiliate of the Company.

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

Below is a summary of the affiliated transactions for those affiliates that are not consolidated within the Company.

The Company and its subsidiaries have management services agreements with SLOC which provides that SLOC will furnish, as requested, certain services and facilities on a cost-reimbursement basis. Expenses under these agreements amounted to approximately $11.3 million in 2005, $24.4 million in 2004, and $73.3 million in 2003.

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 $170.4 million, $136.8 million and $152.2 million for the years ended December 31, 2005, 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, 2005, 2004 and 2003

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

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 an affiliate, Massachusetts Financial Services Company ("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 $23.4 million, $22.8 million and $21.3 million for the years ended December 31, 2005, 2004 and 2003, respectively.

The Company leases office space to SLOC under lease agreements with terms expiring in December 31, 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 $10.6 million, $11.8 million, and $11.8 million in 2005, 2004 and 2003, 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 2005, the Company declared and paid a $200.0 million dividend to its direct parent, Sun Life of Canada (U.S.) Holdings, Inc., consisting of $150.6 million in cash and $49.4 million in notes. 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.

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

In 2004, the employees of the Company became participants 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, upon vesting, is the fair market value of an equal number of common shares of SLF stock. The Company incurred expenses of $7.0 million and $4.1 million relating to RSUs for the years ended December 31, 2005 and 2004, respectively.

In 2004, the employees of the Company became participants 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. The Company incurred expenses of $0.7 million and $0.3 million relating to PSUs for the years ended December 31, 2005 and 2004, respectively.

In 2005, the Company recorded a tax benefit of $7.0 million through paid-in-capital for stock options issued to employees of the Company during 2001 through 2005. The $7.0 million tax benefit is comprised of a $2.5 million tax benefit on expenses accrued at its indirect parent, SLF, and a $4.5 million adjustment to record the excess tax benefit over the recorded book expense for stock options exercised.

In 2003, the Company sold a $100.0 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.

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, 2005, 2004 and 2003

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

On July 25, 2002, the Company issued a $380.0 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. The Company expensed $26.5 million for interest on these promissory notes for each of the years ended December 31, 2005, 2004 and 2003, respectively. The proceeds of the notes were used to purchase fixed rate government and corporate bonds.

At December 31, 2005 and 2004, the Company had $565.0 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, 2005, 2004 and 2003, respectively.

At December 31, 2005 and 2004 the Company, through the Partnership, had $600 million of 8.526% partnership capital securities issued to the Capital Trust. The Company expensed $51.2 million for interest on these partnership capital securities for each of the years ended December 31, 2005, 2004 and 2003, respectively.

At December 31, 2005 and 2004 the Company, through the Partnership, owned $600 million of 8.526% subordinated notes issued by its parent, Sun Life of Canada (U.S.) Holdings, Inc. Interest earned on these notes was $51.2 million for each of the years ended December 31, 2005, 2004 and 2003, respectively.

In 2004 and 2003, the Company purchased a total of $140.0 million in promissory notes from MFS. 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 years ended December 31, 2005, 2004 and 2003 was $4.2 million, $4.0 million and $0.6 million, respectively. As of December 31, 2005, the Company sold and transferred these notes to affiliates. On December 31, 2005, the Company sold notes with a par value of $90.0 million to an affiliate, Sun Life (Hungary) LLC, and recognized a loss of $3.3 million. On September 23, 2005, the Company transferred notes with a par value of $50.0 million to the Company's direct parent, Sun Life of Canada (U.S.) Holdings, Inc. as a dividend. The Company recognized a loss of $0.6 million on the transfer of the notes to Sun Life of Canada (U.S.) Holdings, Inc.

During the years ended December 31, 2005, 2004 and 2003, the Company paid $23.2 million, $35.0 million and $14.6 million, respectively, in commission fees to an affiliate, Sun Life Financial Distributors, Inc., ("SLFD"). In addition, the Company received fee income for administrative services provided to SLFD of $7.1 million, $5.9 million and $3.7 million for the years ended December 31, 2005, 2004 and 2003, respectively.

During the years ended December 31, 2005, 2004 and 2003, the Company paid $25.1 million, $45.1 million and $64.5 million, respectively, in commission fees to Independence Financial Marketing Group, Inc. ("IFMG"), an affiliate.

The Company has an administrative services agreement with SCA under which the Company provides administrative services with respect to certain open-end management investment companies for which SCA serves as the investment adviser, and which are offered to certain of the Company's separate accounts established in connection with the variable contracts issued by the Company. Amounts received under this agreement amounted to approximately $2.4 million for the year ended December 31, 2005. SCA was no longer a consolidated entity in 2005.

The Company paid $16.4 million for the year ended December 31, 2005, in investment management services fees to SCA, an affiliate and registered investment adviser, on a cost-reimbursement basis.

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, 2005, 2004 and 2003

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

On June 3, 2005, the Company entered into a Terms Agreement (the "Terms Agreement") with its affiliates Sun Life Financial Global Funding, L.P. (the "Issuer"), Sun Life Financial Global Funding, U.L.C. (the "ULC") and Sun Life Financial Global Funding, L.L.C. (the "LLC"), and with Citigroup Global Markets, Inc. ("Citigroup"), Morgan Stanley & Co. Incorporated ("Morgan Stanley"), Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets Corporation (each, an "Initial Purchaser" and collectively, the "Initial Purchasers"), in connection with the offer and sale by the Issuer of $600.0 million of Series 2005-1 Floating Rate Notes due 2010 (the "First Tranche Notes"). The payment obligations of the Issuer under the First Tranche Notes are unconditionally guaranteed by the LLC pursuant to a guarantee (the "Secured Guarantee") dated as of June 10, 2005, and the obligations of the LLC under the Secured Guarantee are secured by a floating rate funding agreement issued by the Company to the LLC on the same date. In addition, the Company issued a $100.0 million floating rate demand note payable to the LLC on the same date. The Terms Agreement incorporates by reference the provisions of a Purchase Agreement dated as of November 11, 2004 (the "Purchase Agreement") by and among the Issuer, the ULC, the LLC, the Company and all of the Initial Purchasers. Pursuant to these incorporated provisions, the Company has agreed, among other things, to indemnify each Initial Purchaser against certain securities law liabilities related to the offering of the First Tranche Notes. The Company expensed $2.3 million for interest on the demand note for the year ended December 31, 2005.

On June 29, 2005, the Company entered into a Second Terms Agreement (the "Second Terms Agreement") with the Issuer, the ULC, the LLC, Citigroup and Morgan Stanley, in connection with the offer and sale by the Issuer of $300.0 million of Series 2005-1-2 Floating Rate Notes due 2010 (the "Second Tranche Notes"). The payment obligations of the Issuer under the Second Tranche Notes are unconditionally guaranteed by the LLC pursuant to the Secured Guarantee, and the obligations of the LLC under the Secured Guarantee with respect to the Second Tranche Notes are secured by a floating rate funding agreement issued by the Company to the LLC on July 5, 2005. The Second Terms Agreement incorporates by reference the provisions of the Purchase Agreement. Pursuant to these incorporated provisions, the Company has agreed, among other things, to indemnify Citigroup and Morgan Stanley, against certain securities law liabilities related to the offering of the Second Tranche Notes.

The Company has entered into two interest rate swap agreements with the LLC with an aggregate notional amount of $900.0 million that effectively convert the floating rate payment obligations under the funding agreement to fixed rate obligations.

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, 2005 (in 000's):

Payees	Type	Rate	Maturity	Principal	Interest Expense
Sun Life Financial (U.S.) Finance, Inc.	Surplus	8.625%	11/06/27	$ 250,000	$ 21,563
Sun Life Financial (U.S.) Finance, Inc.	Surplus	6.150%	12/15/27	150,000	9,225
Sun Life Financial (U.S.) Finance, Inc.	Surplus	7.250%	12/15/15	150,000	10,875
Sun Life Financial (U.S.) Finance, Inc.	Surplus	6.125%	12/15/15	7,500	459
Sun Life Financial (U.S.) Finance, Inc.	Surplus	6.150%	12/15/27	7,500	461
Sun Life (Hungary) LLC	Promissory	5.760%	06/30/12	380,000	21,888
Sun Life (Hungary) LLC	Promissory	5.710%	06/30/12	80,000	4,568
Sun Life Financial Global Funding, L.L.C.	Demand	LIBOR plus 35		100,000	2,279
				$ 1,125,000	$ 71,318

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, 2005, 2004 and 2003

4. INVESTMENTS

Fixed Maturities

The amortized cost and fair value of fixed maturities at December 31, 2005, was as follows:

		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 5,234,792	$ 40,958	$ (74,124)	$ 5,201,626
Foreign Government & Agency Securities	86,360	2,965	(64)	89,261
States & Political Subdivisions	742	24	-	766
U.S. Treasury & Agency Securities	449,877	4,773	(4,286)	450,364
Corporate securities:
Basic Industry	228,782	6,192	(3,384)	231,590
Capital Goods	602,974	20,310	(4,507)	618,777
Communications	1,285,638	32,582	(24,476)	1,293,744
Consumer Cyclical	1,321,417	16,741	(62,470)	1,275,687
Consumer Noncyclical	548,636	16,985	(6,206)	559,415
Energy	445,207	15,281	(2,225)	458,264
Finance	3,167,168	50,719	(28,844)	3,189,043
Industrial Other	246,421	9,913	(1,029)	255,305
Technology	49,288	853	(1,127)	49,014
Transportation	409,812	17,786	(7,739)	419,859
Utilities	1,543,713	54,264	(13,544)	1,584,433
Total Corporate	9,849,056	241,626	(155,551)	9,935,131
Total available-for-sale fixed maturities	$ 15,620,827	$ 290,346	$ (234,025)	$ 15,677,148
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$ 600,000	$ 45,755	$ -	$ 645,755
Total held-to-maturity fixed maturities	$ 600,000	$ 45,755	$ -	$ 645,755
	Amortized	Gross	Gross	Estimated
	Cost	Gains	Losses	Fair Values
Trading fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 209,548	$ 1,915	$ (3,776)	$ 207,687
Foreign Government & Agency Securities	19,516	-	(136)	19,380
Corporate securities:
Basic Industry	8,649	783	-	9,432
Capital Goods	15,651	751	-	16,402
Communications	343,647	3,607	(8,542)	338,712
Consumer Cyclical	246,522	2,615	(6,160)	242,977
Consumer Noncyclical	84,411	712	(2,370)	82,753
Energy	27,675	3,187	-	30,862
Finance	713,043	13,996	(8,285)	718,754
Industrial Other	47,464	798	(928)	47,334
Technology	3,801	82	-	3,883
Transportation	60,950	2,588	(4,696)	58,842
Utilities	201,885	8,244	(2,299)	207,830
Total Corporate	1,753,698	37,363	(33,280)	1,757,781
Total trading fixed maturities	$ 1,982,762	$ 39,278	$ (37,192)	$ 1,984,848

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

The amortized cost and fair value of fixed maturities at December 31, 2004, was as follows:

		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
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
	Amortized	Gross	Gross	Estimated
	Cost	Gains	Losses	Fair Values
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

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, 2005, 2004 and 2003

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.

			December 31, 2005
			Amortized Cost	Estimated Fair Value
Maturities of available-for-sale fixed securities:
	Due in one year or less		$ 453,294	$ 453,070
	Due after one year through five years		2,529,687	2,535,451
	Due after five years through ten years		4,333,947	4,350,783
	Due after ten years		3,069,107	3,136,218
Subtotal - Maturities available-for-sale			10,386,035	10,475,522
Asset-backed securities			5,234,792	5,201,626
Total Available-for-sale			$ 15,620,827	$ 15,667,148
Maturities of trading fixed securities:
	Due in one year or less		$ 89,749	$ 90,981
	Due after one year through five years		503,839	505,854
	Due after five years through ten years		994,999	984,407
	Due after ten years		184,627	195,920
	Subtotal - Maturities of trading		1,773,214	1,777,162
Asset-backed securities			209,548	207,686
	Total Trading		$ 1,982,762	$ 1,984,848
Maturities of held-to-maturity fixed securities:
		Due after ten years	$ 600,000	$ 645,755

Gross gains of $61.0 million, $152.5 million and $196.4 million and gross losses of $38.9 million, $45.4 million and $44.9 million were realized on the voluntary sale of fixed maturities for the years ended December 31, 2005, 2004 and 2003, respectively.

Fixed maturities with an amortized cost of approximately $10.9 million and $10.9 million at December 31, 2005 and 2004, 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 $71.3 million and $91.1 million at December 31, 2005 and 2004, 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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

As of December 31, 2005 and 2004, 94.7% and 95.7%, respectively, of the Company's fixed maturities were investment grade. Investment grade securities are those that are rated "BBB" or better by nationally recognized statistical rating organizations. During 2005, 2004 and 2003, the Company incurred realized losses totaling $29.7 million, $32.5 million and $62.8 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.

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 previously accrued income by $1.7 million, $7.0 million and $10.1 million for the years ended December 31, 2005, 2004 and 2003, respectively. The fair market value of these investments was $24.4 million, $29.8 million and $80.8 million for the years ended December 31, 2005, 2004 and 2003, respectively.

The following table provides the fair value and gross unrealized losses of the Company's available-for-sale fixed maturities investments, which were deemed to be temporarily impaired, aggregated by investment category, industry sector and length of time that individual securities have been in an unrealized loss position, at December 31, 2005:

	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	$ 62,351	$ (1,334)	$ 47,710		$ (2,050)		$ 110,061	$ (3,384)
Capital Goods	37,622	(476)	172,069		(4,031)		209,691	(4,507)
Communications	207,469	(12,291)	284,749		(12,185)		492,218	(24,476)
Consumer Cyclical	475,628	(31,554)	352,308		(30,916)		827,936	(62,470)
Consumer Noncyclical	82,655	(3,602)	116,271		(2,604)		198,926	(6,206)
Energy	44,087	(739)	56,103		(1,486)		100,190	(2,225)
Finance	754,646	(13,576)	685,785		(15,268)		1,440,431	(28,844)
Industrial Other	12,450	(535)	17,657		(494)		30,107	(1,029)
Technology	18,971	(829)	6,703		(298)		25,674	(1,127)
Transportation	64,664	(2,987)	95,889		(4,752)		160,553	(7,739)
Utilities	138,031	(3,438)	444,299		(10,106)		582,330	(13,544)
Total Corporate	1,898,574	(71,361)	2,279,543		(84,190)		4,178,117	(155,551)
Non-Corporate
Asset Backed and Mortgage Backed Securities	1,965,773	(43,011)	1,240,823		(31,113)		3,206,596	(74,124)
Foreign Government & Agency Securities	1,002	(3)	19,118		(61)		20,120	(64)
U.S. Treasury & Agency Securities	56,051	(633)	216,469		(3,653)		272,520	(4,286)
Total Non-Corporate	2,022,826	(43,647)	1,476,410		(34,827)		3,499,236	(78,474)
Grand Total	$ 3,921,400	$ (115,008)	$ 3,755,953		$ (119,017)		$ 7,677,353	$ (234,025)

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

The following table provides the fair value and gross unrealized losses of the Company's available-for-sale fixed maturities investments, which were deemed to be temporarily impaired, aggregated by investment category, industry sector 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)

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, 2005, 2004 and 2003

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 as well as the Company's intention, if any, to dispose of its position. 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, 2005 (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	17	7	24
Capital Goods	6	18	24
Communications	46	44	90
Consumer Cyclical	71	40	111
Consumer Noncyclical	23	18	41
Energy	9	14	23
Finance	113	81	194
Industrial Other	1	6	7
Technology	2	1	3
Transportation	17	43	60
Utilities	32	42	74
Total Corporate	337	314	651
Non-Corporate
Asset Backed and Mortgage Backed Securities	696	353	1,049
Foreign Government & Agency Securities	1	2	3
U.S. Treasury & Agency Securities	16	32	48
Total Non-Corporate	713	387	1,100
Grand Total	1,050	701	1,751

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, 2005, 2004 and 2003

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, 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

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 property's 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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

Mortgage Loans and Real Estate (continued)

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

		December 31,
		2005	2004
Total mortgage loans		$ 1,739,370	$ 1,465,896
Real estate:
	Held-for-sale	-	628
	Held for production of income	170,510	167,511
Total real estate		$ 170,510	$ 168,139

Accumulated depreciation on real estate was $23.0 million and $19.1 million at December 31, 2005 and 2004, 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 $12.6 million and $16.5 million at December 31, 2005 and 2004, respectively, against which there are allowances for losses of $6.3 million and $7.6 million, respectively.

Activity for the investment valuation allowances was as follows:

	Balance at			Balance at
	January 1,	Additions	Subtractions	December 31,
2005
Mortgage loans	$ 7,646	$  800	$ (2,174)	$  6,272
2004
Mortgage loans	$ 6,365	$    1,530	$ (249)	$             7,646

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

	2005	2004
Property Type:
Office building	$ 703,927	$ 620,273
Residential	87,874	89,831
Retail	751,041	619,021
Industrial/warehouse	264,567	237,020
Other	108,743	75,536
Valuation allowances	(6,272)	(7,646)
Total	$ 1,909,880	$ 1,634,035

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

	2005	2004
Geographic region:
Alabama	$ 8,070	$ 408
Arizona	48,113	45,753
California	144,829	137,387
Colorado	33,238	33,096
Connecticut	30,026	32,973
Delaware	15,194	15,847
Florida	140,592	116,327
Georgia	80,802	78,360
Illinois	23,118	10,473
Indiana	19,950	16,203
Kentucky	25,623	15,015
Louisiana	32,186	21,531
Maryland	64,724	57,323
Massachusetts	142,421	137,535
Michigan	6,799	8,719
Minnesota	53,157	46,341
Missouri	34,567	32,323
Nebraska	7,948	5,368
Nevada	7,509	8,055
New Jersey	36,042	31,943
New Mexico	7,386	7,633
New York	240,390	232,312
North Carolina	43,111	39,831
Ohio	128,525	93,896
Oregon	11,968	6,391
Pennsylvania	118,709	102,767
Tennessee	32,430	26,714
Texas	211,889	136,237
Utah	29,718	28,528
Virginia	17,386	18,378
Washington	73,326	68,389
Wisconsin	19,494	4,658
All other	26,912	24,967
Valuation allowances	(6,272)	(7,646)
Total	$ 1,909,880	$ 1,634,035

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

At December 31, 2005, scheduled mortgage loan maturities were as follows:

2006	$ 11,745
2007	52,697
2008	45,809
2009	42,455
2010	72,676
Thereafter	1,513,988
Total	$ 1,739,370

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 $115.8 million and $54.0 million at December 31, 2005 and 2004, respectively.

During 2004 and 2003, 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 pre-tax gains of $3.0 million and $24.6 million for its 2004 and 2003 securitization transactions, respectively. The Company did not sell any commercial mortgage loans in securitization transactions in 2005.

The tranches retained through the 2004 securitization, were considered interest only strips ("I/O"). 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	Fairfield I/O
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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2005 were as follows:

	Exeter I/O	Fairfield I/O
Amortized cost of retained
Interests	$ 775	$ 719
Fair value of retained interests	841	674
Weighted average life in years	2.32-2.96	1.00-4.36
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	785	621
Fair value of retained interest as a result of a .30% of adverse change	757	595
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	839	672
Fair value of retained interest as a result of a 20% of adverse change	837	670

The outstanding principal amount of the securitized commercial mortgage loans was $873.2 million at December 31, 2005, 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, 2005.

The tranches retained through the 2003 securitization were subordinated secured notes. 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:

	Commercial Mortgages
Prepayment speed	-
Weighted average life in years	14.123-14.84
Expected credit losses	-
Residual cash flows discount rate	5.65%-5.92%
Treasury rate interpolated for average life	4.37%-4.40%
Spread over treasuries	1.28%-1.52%
Duration in years	20.46-20.66

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2005 were as follows:

	Commercial Mortgages
Amortized cost of retained
Interests	$ 15,511
Fair value of retained interests	17,538
Weighted average life in years	13.69-14.10
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	17,528
Fair value of retained interest as a result of a .30% of adverse change	17,522
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	16,868
Fair value of retained interest as a result of a 20% of adverse change	16,231

The outstanding principal amount of the securitized commercial mortgage loans was $363.9 million at December 31, 2005, 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, 2005.

Securities Lending

The Company is engaged in certain securities lending transactions, which require the borrower to provide collateral on a daily basis, in amounts in excess of 102% of the fair value of the applicable securities loaned. The Company maintains effective control over all loaned securities and, therefore, continues to report such loaned securities as fixed maturities in its consolidated balance sheet.

Cash collateral received on securities lending transactions is reflected in other invested assets with an offsetting liability recognized in other liabilities for the obligation to return the collateral. The fair value of collateral held and included in other invested assets was $495.7 million and $735.7 million at December 31, 2005 and 2004, respectively.

Leveraged Leases

The Company is a lessor in a leveraged 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 8.33% of the partnership that provided 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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

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

	Year ended December 31,
	2005	2004
Lease contract receivable	$ 25,914	$ 31,803
Less: non-recourse debt	(1,410)	(1,415)
Net Receivable	24,504	30,388
Estimated value of leased assets	21,420	21,420
Less: unearned and deferred income	(9,178)	(11,928)
Investment in leveraged leases	36,746	39,880
Less: fees	(138)	(138)
Net investment in leveraged leases	$ 36,608	$ 39,742

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 counter-party interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) as an economic 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 counter-party credit risk is the difference in payments exchanged. The fair value of swap agreements is included with derivative instruments - receivable (positive position) or derivative instruments - payable (negative position) in the accompanying balance sheet.

The Company utilizes payer swaptions to hedge exposure to interest rate risk. Swaptions give the buyer the option to enter into an interest rate swap per the terms of the original swaption agreement. A premium is paid on settlement date and no further cash transactions occur until the positions expire. The swaptions have a physical settlement at expiration for which an interest rate swap becomes effective. Swaptions are carried at fair value which is included in derivative instruments - receivable (positive position) in the accompanying balance sheet and the change in value is offset to derivative income.

The Company utilizes over-the-counter ("OTC") put options and exchange traded 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 GMDB and living benefit features of the Company's variable annuities. The Company also purchases OTC 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 & Poor's 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 is 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 issued 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.

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

From the second quarter in 2000 until the second quarter in 2002, the Company marketed GICs to unrelated third parties. Each transaction 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 the currency 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 gains (losses) are gains on the translation of foreign currency denominated GIC liabilities of $197.1 million for the year ended December 31, 2005, and losses of ($83.3) million and ($158.6) million for the years ended December 31, 2004 and 2003, respectively.

Beginning in the second quarter 2005, the Company marketed GICs to unrelated third parties and entered into funding agreements and interest rate swaps as part of this guaranteed investment program. The interest rate swaps allow the Company to lock in U.S. dollar fixed rate payments for the life of the contracts.

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) for the years ended December 31 consisted of the following:

	2005	2004	2003
Net expense on swap agreements	$ (64,915)	$ (62,514)	$ (87,721)
Change in fair value of swap agreements (interest rate, currency, and equity)	101,320	(43,977)	197,506
Change in fair value of options, futures and embedded derivatives	(19,931)	8,072	(312,985)
Total derivative income (losses)	$ 16,474	$ (98,419)	$ (203,200)

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, 2005 and 2004, $35.6 million and $33.6 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:

	2005
	Notional		Fair Value
	Principal		Asset (Liability)
	Amounts
Interest rate swaps		$ 6,764,984		$ (115,333)
Currency swaps		534,916		116,070
Equity swaps		181,334		29,463
Currency forwards		2,571		(2,079)
Credit Default Swaps		10,000		(3)
Futures		745,009		(1,724)
Swaptions		2,500,000		8,979
S&P 500 index call options		3,410,279		225,243
S&P 500 index put options		1,160,202		29,566
Total		$ 15,309,295		$ 290,182

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, 2005, 2004 and 2003

4. INVESTMENTS (CONTINUED)

	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

5. NET REALIZED INVESTMENT GAINS AND LOSSES

Net realized investment gains (losses) arose from sale of the following security types for the years ended December 31:

		2005		2004	2003
Fixed maturities			$ 21,873	$ 108,603	$       159,474
Equity securities		(6)		3,375	(1,465)
Mortgage and other loans		614		858	25,528
Real estate		318		-	3,862
Other invested assets			12,741	(1,601)	4,800
Other than temporary declines			(29,707)	(32,494)	(62,834)
Gains on impaired assets			11,092	17,333	4,720
	Total	$ 16,925		$ 96,074	$        134,085

6. NET INVESTMENT INCOME

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

		2005	2004	2003
Fixed maturities		$ 921,803	$ 1,030,973	$ 1,114,949
Mortgage and other loans		103,253	83,986	76,259
Real estate		11,047	11,615	6,952
Policy loans		37,595	42,821	43,335
Other		55,245	(19,715)	(20,364)
	Gross investment income	1,128,943	1,149,680	1,221,131
Less: Investment expenses		16,414	15,423	12,381
	Net investment income	$ 1,112,529	$ 1,134,257	$ 1,208,750

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, 2005, 2004 and 2003

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:

		2005		2004
		Carrying	Estimated	Carrying	Estimated
		Amount	Fair Value	Amount	Fair Value
Financial assets:
	Cash and cash equivalents	$ 347,654	$ 347,654	$ 552,949	$ 552,949
	Fixed maturities	18,261,996	18,307,751	18,784,015	18,873,147
	Equity securities	15,427	15,427	1,006	1,006
	Short-term investments	-	-	23,957	23,957
	Mortgages	1,739,370	1,790,629	1,465,896	1,546,834
	Derivatives instruments -receivables	487,947	487,947	566,401	566,401
	Policy loans	701,769	701,769	696,305	696,305
	Separate accounts	19,095,391	19,095,391	19,120,381	19,120,381
Financial liabilities:
	Policy liabilities	18,668,578	17,449,961	18,846,238	17,677,082
	Derivative instruments - payables	197,765	197,765	228,774	228,774
	Long-term debt	-	-	33,500	33,500
	Long-term debt to affiliates	1,125,000	1,178,918	1,025,000	1,100,501
	Partnership capital securities	607,826	645,755	607,826	689,132
	Separate accounts	19,095,391	19,095,391	19,120,381	19,120,381

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

Interest receivable on the above financial instruments is stated at carrying value which approximates fair value.

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: The fair values 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.

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

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, 2005, 2004 and 2003

7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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. The fair values of S&P 500 Index and other equity linked embedded derivatives are produced using standard derivative valuation techniques. GMABs or GMWBs are considered to be derivatives under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are included in contractholder deposit funds. The fair value of the embedded derivatives is calculated stochastically using risk neutral scenarios over a 50 year projection. Policyholder assumptions are based on experience studies and industry standards.

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 periodically evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. Management believes that any liability from this contingency is unlikely. A brief discussion of the Company's reinsurance agreements by segment follows.

Wealth Management Segment

The Wealth Management Segment manages a closed block of single premium whole life ("SPWL") insurance policies, 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 and $1.7 billion as of December 31, 2005 and 2004, 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 policies, the Company reduced net investment income by $82.7 million and $91.2 million for the years ended December 31, 2005 and 2004, respectively. The Company also reduced interest credited by $57.5 million and $79.6 million for the years ended December 31, 2005 and 2004, respectively. In addition, the Company also increased net investment income, relating to an experience rating refund under the reinsurance agreement with SLOC, by $13.1 and $13.6 million for the years ended December 31, 2005 and 2004, respectively. 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, individual private placement 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 $33.3 million, $28.7 million and $23.4 million for the years ended December 31, 2005, 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, 2005, 2004 and 2003

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,
			2005	2004	2003
Insurance premiums:
	Direct		$ 54,915	$ 62,939	$ 67,959
	Ceded		2,933	4,119	7,441
Net premiums			$ 51,982	$ 58,820	$ 60,518
Insurance and other individual policy benefits and    claims:
	Direct		$ 225,936	$ 170,381	$ 230,384
	Ceded		38,923	29,004	29,136
Net policy benefits and claims			$ 187,013	$ 141,377	$         201,248

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, 2005, 2004 and 2003

9. RETIREMENT PLANS

The Company sponsors two non-contributory defined benefit pension plans for its employees and certain affiliated employees. Expenses are allocated to participating companies based in 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.

On September 21, 2005, the Board of Directors of the Company approved amendments pertaining to the two non-contributory defined benefit pension plans including the following:

(a) To provide that no one shall become a participant in the plan after December 31, 2005;

(b) To freeze accruals under the plan as of December 31, 2005 for all participants except (i) those participants (x) who are at least age 50 and whose age plus service on January 1, 2006 equals or exceeds 60 and (y) who in 2005 choose to continue their participation in the plan (the "Grandfathered Participants"), (ii) those participants who are receiving on December 31, 2005 severance or termination payments and (iii) those participants who are receiving on December 31, 2005 amounts paid under the Long Term Disability plan sponsored by the Company;

Due to the pension plan changes, a $1.9 million curtailment charge was recognized.

Other post retirement benefit plans have been amended as follows:

a) To provide retiree medical coverage where the retiree pays the entire cost of coverage equal to the cost paid by active employees unless the participant is a retiree as of 12/31/05, a "grandfathered employee" or a "Rule 75 employee".

A grandfathered employee shall mean an active employee (i) who retires on or after January 1,2006 and (ii) who as of January 1,2006 is at least age 55 with 15 or more years or service and whose age plus service is at least 75.

A rule 75 employee shall mean active employees (i) who are not Grandfathered employees, ii) who retire on or after January 1, 2006, and (iii) who when they retire are at least age 55 with 15 or more years or service and whose age plus service is at least 75.

For grandfathered and rule of 75 employees retiree medical coverage is provided at reduced cost.

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

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:

	2005	2004
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$ 215,439	$ 191,689
Service cost	10,948	9,873
Interest cost	13,839	12,118
Actuarial loss (gain)	17,780	7,039
Benefits paid	(6,105)	(5,280)
Plan amendments	2,344	-
Curtailment loss (gain)	(24,700)	-
Projected benefit obligation at end of year	$ 229,545	$ 215,439
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ 233,551	$ 205,737
Other	(1,250)	(1,050)
Actual return on plan assets	25,900	34,144
Benefits paid	(6,105)	(5,280)
Fair value of plan assets at end of year	$ 252,096	$ 233,551
Information on the funded status of the plan:
Funded status	$ 22,551	$ 18,112
Unrecognized net actuarial loss	7,802	19,339
Unrecognized transition obligation	(10,392)	(13,443)
Unrecognized prior service cost	3,945	7,421
4th quarter contribution	(1,550)	(1,250)
Prepaid benefit cost	$ 22,356	$ 30,179

The accumulated benefit obligation for the retirement plan and agent pension plan at December 31, 2005 and 2004 was $222.4 million and $188.9 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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

The agent plan is overfunded and the funded status of the employee retirement plan was as follows:

	2005	2004
Plan assets	$ 211,612	$ 195,332
Projected benefit obligations	(219,802)	(206,748)
Funded status	$ (8,190)	$ (11,416)
Accumulated benefit obligation	$ 212,630	$ 180,201

The following table sets forth the components of the net periodic benefit cost, and the Company's share of net periodic benefit costs for the years ended December 31:

	2005	2004	2003
Components of net periodic benefit cost:
Service cost	$ 10,948	$ 9,873	$           8,954
Interest cost	13,839	12,118	10,494
Expected return on plan assets	(20,092)	(17,704)	(14,358)
Amortization of transition obligation asset	(3,051)	(3,051)	(3,051)
Amortization of prior service cost	855	855	855
Curtailment loss (gain)	1,856	-	-
Recognized net actuarial loss	1,918	3,140	4,215
Net periodic benefit cost (benefit)	$ 6,273	$ 5,231	$ 7,109
The Company's share of net periodic benefit cost	$ 4,116	$ 4,272	$ 5,522

In addition to its share of net periodic benefit cost, the Company incurred $2.9 million, $1.9 million and $3.5 million for the years ended December 31, 2005, 2004 and 2003, respectively, in expense for an uninsured benefit plan, for which the Company is not the plan sponsor.

Assumptions

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

	Pension Benefits
	2005	2004	2003
Discount rate	5.8%	6.2%	6.1%
Rate of compensation increase	4.0%	4.0%	4.0%

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

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

	Pension Benefits
	2005	2004	2003
Discount rate	6.2%	6.1%	6.75%
Expected long term return on plan assets	8.75%	8.75%	8.75%
Rate of compensation increase	4.0%	4.0%	4.0%

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 2005 and 2004 measurement, and the target allocation for 2006, by asset category, are as follows:

	Target Allocation	Percentage of Plan Assets
Asset Category	2006	2005	2004
Equity Securities	60%	61%	61%
Debt Securities	25%	30%	27%
Commercial Mortgages	15%	9%	10%
Other	-%	-%	2%
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 at December 31, 2004. Equity securities did not include any SLF common stock at December 31, 2005.

Cash Flow

Due to the over funded status of the agent defined benefit plan, the Company will not be making contributions to the plan in 2006.

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

The Company has estimated the following future benefit payments for the years 2006 through 2015:

	Pension Benefits
2006	$ 6,352
2007	6,680
2008	6,949
2009	7,299
2010	7,624
2011 to 2015	45,646

401(k) Savings Plan

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

On September 21, 2005, the Board of Directors of the Company approved amendments pertaining to the 401(k) Plan including the following.

(a) Beginning January 1, 2006, Eligible Participants shall receive a basic employer contribution which shall be a percentage of the participant's eligible compensation determined under the following chart based on the sum of the participant's age and service on January 1 of the applicable plan year -

Age Plus Service	Employer Contribution
Less than 40	3%
At least 40 but less than 55	5%
At least 55	7%

(b) In addition to the basic employer contribution beginning January 1, 2006, Eligible Participants who did not become participants in the United States Employees' Retirement Income Plan before January 1, 2006 and who remain employed by a participating employer on January 1, 2006 shall be entitled to receive a supplemental basic employer contribution in January 2006 based on their applicable basic employer contribution percentage as of January 1, 2006 and their eligible compensation paid during the period beginning on their hire date and ending on December 31, 2005.

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

(c) To provide for a transition employer contribution effective January 1, 2006 to Eligible Participants who are at least age 40 on January 1, 2006 and whose age plus service on January 1, 2006 equals or exceeds 45 (such Eligible Participants are referred to as "Transition Participants");

(d) For January 1, 2006 through December 31, 2015, Transition Participants shall receive transition employer contributions which shall be a percentage of the Transition Participant's eligible compensation determined under the following chart based on the participant's age and service on January 1, 2006 -

	Service
Age	Less than 5 years	5 or more years
At least 40 but less than 43	3.0%	5.0%
At least 43 but less than 45	3.5%	5.5%
At least 45	4.5%	6.5%

The amount of the 2005 employer contributions under 401(k) Plan sponsorship for the Company and its affiliates was $6.1 million. Amounts are allocated to affiliates based on their respective employees' contributions. The Company's portion of the expense was $4.6 million, $2.8 million and $0.9 million for the years ended December 31, 2005, 2004 and 2003, respectively. The Company's contribution includes a $1.6 million accrued retroactive adjustment related to the board approved amendments to the 401(k) Plan. This retroactive adjustment will be funded in 2006.

Other Post-Retirement Benefit Plans

The Company sponsors a post-retirement benefit pension plan for its employees and certain affiliates employees providing certain health, dental and life insurance benefits ("post-retirement benefits") for retired employees and dependents (the "Retirement Plan"). 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.

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

The following table sets forth the change in the Retirement Plan's obligations and assets, as well as the plans' funded status at December 31:

Change in benefit obligation:	2005	2004
Benefit obligation at beginning of year	$ 48,453	$ 51,278
Service cost	1,333	1,233
Interest cost	2,994	2,957
Actuarial (gain) loss	4,596	(4,583)
Benefits paid	(2,884)	(2,432)
Plan Amendments	(3,192)	-
Benefit obligation at end of year	$ 51,300	$ 48,453
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ -	$ -
Employer contributions	2,884	2,432
Benefits paid	(2,884)	(2,432)
Fair value of plan assets at end of year	$ -	$ -
Information on the funded status of the plan:
Funded Status	$ (51,301)	$ (48,453)
Unrecognized net actuarial loss	22,741	19,556
4th quarter contribution	686	628
Unrecognized prior service cost	(5,609)	(2,657)
Accrued benefit cost	$ (33,483)	$ (30,926)

The following table sets forth the components of the net periodic post-retirement benefit costs and the Company's allocated share for the year ended December 31:

	2005	2004
Components of net periodic benefit cost
Service cost	$ 1,333	$ 1,233
Interest cost	2,994	2,957
Amortization of prior service cost	(241)	(241)
Recognized net actuarial loss	1,273	1,384
Net periodic benefit cost	$ 5,359	$ 5,333
The Company's share of net periodic benefit cost	$ 4,947	$ 4,180

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, 2005, 2004 and 2003

9. RETIREMENT PLANS (CONTINUED)

Assumptions

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

	Other Benefits
	2005	2004	2003
Discount Rate	5.8%	6.2%	6.1%
Rate of Compensation increase	4.0%	4.0%	4.0%

Weighted average assumptions used to determine net cost for the years ended December 31 were as follows:

	Other Benefits
	2005	2004	2003
Discount rate	6.2%	6.1%	6.75%
Rate of compensation increase	4.0%	4.0%	4.0%

In order to measure the post-retirement benefit obligation for 2005, the Company assumed a 10% 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 2006 and assumed to decrease gradually to 5.00% for 2011 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	$ 5,541	$ (4,571)
Effect on total of service and interest cost	$ 756	$ (596)

The Company has estimated the following future benefit payments for the years 2006 through 2015:

	Other Benefits
2006	$ 3,413
2007	3,546
2008	3,666
2009	3,757
2010	3,807
2011 to 2015	19,859

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, 2005, 2004 and 2003

10. FEDERAL INCOME TAXES

The Company will file a consolidated return with SLC -U.S. Ops Holdings for the year ended December 31, 2005 as the Company did for the year ended December 31, 2004. The Company filed a consolidated federal income tax return with SLC - U.S. Ops Holdings and 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:

	2005	2004	2003
Federal income tax expense (benefit):
Current	$ 11,239	$ (5,331)	$ (29,240)
Deferred	28,852	76,683	56,606
Total	$ 40,091	$ 71,352	$ 27,366

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

	2005	2004	2003
Expected federal income tax expense (benefit)	$ 60,210	$ 107,446	$ 44,251
Low income housing credit	(5,947)	(6,021)	(6,026)
Separate account dividend received deduction	(10,150)	(10,500)	(5,600)
Prior year settlements	(2,802)	(17,351)	(6,518)
Other items	(1,220)	(2,222)	1,259
Federal income tax expense (benefit)	$ 40,091	$ 71,352	$ 27,366

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:

	2005	2004
Deferred tax assets:
Actuarial liabilities	$ 250,818	$ 391,780
Net operating loss	-	4,444
Other	281	(8,340)
Total deferred tax assets	251,099	387,884
Deferred tax liabilities:
Deferred policy acquisition costs	(287,605)	(185,715)
Investments, net	40,866	(266,779)
Total deferred tax liabilities	(246,739)	(452,494)
Net deferred tax asset (liability)	$ 4,360	$ (64,610)

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, 2005, 2004 and 2003

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 received income tax refunds of $32.0 million in 2005 and $17.1 million in 2003. The Company did not have any net income tax payments for 2004. At December 31, 2005, the Company did not have any operating loss carryforwards remaining.

The Company's federal income tax returns are routinely audited by the Internal Revenue Service ("IRS"), and provisions are made in the consolidated financial statements in anticipation of the results of these audits. The Company is currently under audit by the IRS for the years 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:

		2005	2004
Balance at January 1		$ 32,571	$ 31,337
Less reinsurance recoverable		(6,381)	(9,146)
Net balance at January 1		26,190	22,191
Incurred related to:
	Current year	23,881	20,889
	Prior years	(3,143)	910
Total incurred		20,738	21,799
Paid losses related to:
	Current year	(13,860)	(12,009)
	Prior years	(5,813)	(5,791)
Total paid		(19,673)	(17,800)
Balance at December 31		33,141	32,571
Less reinsurance recoverable		(5,886)	(6,381)
Net balance at December 31		$ 27,255	$ 26,190

The incurred losses and loss adjustment expenses relating to insured events in prior years changed as a result of reassessment of the estimates of the settlement costs on certain claims outstanding due to factors that emerged in the current year.

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, 2005, 2004 and 2003

12. LIABILITIES FOR CONTRACT GUARANTEES

On January 1, 2004, the Company adopted the American Institute of Certified Public Accountants' (the "AICPA") SOP 03-1. The major provisions of SOP 03-1 that affect the Company require:

l	Establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts;
l	Deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC; and
l	Reporting and measuring the Company's interest in its separate accounts as investments.

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.

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, 2005:

Benefit Type	Account Balance	Net Amount at Risk 1	Average Attained Age
Minimum Death	$ 16,316,183	$ 2,126,214	66.1
Minimum Income	$ 385,378	$ 68,802	59.3
Minimum Accumulation or Withdrawal	$ 1,669,284	$ 182	61.2

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 1	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

1 Net amount at risk represents the difference between guaranteed benefits and account balance.

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, 2005, 2004 and 2003

12. LIABILITIES FOR CONTRACT GUARANTEES (CONTINUED)

The following summarizes the reserve for the GMDB and GMIB at December 31, 2005:

	Guaranteed Minimum Death Benefit	Guaranteed Minimum Income Benefit	Total
Balance at December 31, 2004	$ 28,313	$ 2,422	$ 30,735
Benefit Ratio Change / Assumption Changes	15,205	(172)	15,033
Incurred guaranteed benefits	35,559	560	36,119
Paid guaranteed benefits	(39,308)	-	(39,308)
Interest	1,980	190	2,170
Balance at December 31, 2005	$  41,749	$ 3,000	$ 44,749

The following summarizes the reserve for the GMDB and GMIB 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	$ 2,422	$ 30,735

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, 2005, 2004 and 2003

12. LIABILITIES FOR CONTRACT GUARANTEES (CONTINUED)

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 and 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 is re-evaluated regularly and adjustments are made to the liability balance through a charge or credit to policyowner benefits.

GMABs or GMWBs are considered to be derivatives under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are recorded at fair value through earnings. The fair value of the embedded derivatives is calculated stochastically using risk neutral scenarios over a 50 year projection. Policyholder assumptions are based on experience studies and industry standards. The GMAB or GMWB constituted an asset of $0.2 million and $2.8 million at December 31, 2005 and 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, 2005, 2004 and 2003

13. DEFERRED POLICY ACQUISITION COSTS (DAC)

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

	2005	2004
Balance at January 1	$ 1,147,181	$ 889,601
Acquisition costs deferred	261,058	346,764
Amortized to expense during the year	(226,355)	(48,562)
Adjustment for unrealized investment gains (losses) during the year	159,493	(40,622)
Balance at December 31	$ 1,341,377	$ 1,147,181

14. VALUE OF BUSINESS ACQUIRED (VOBA)

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

	2005	2004
Balance at January 1	$ 24,130	$ 22,391
Amortized to expense during the year	(17,467)	(4,819)
Adjustment for unrealized investment gains (losses) during the year	47,007	6,558
Balance at December 31	$ 53,670	$ 24,130

15. SEGMENT INFORMATION

The Company offers financial products and services such as fixed and variable annuities, funding agreements, 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. Each segment is defined consistently with the way results are evaluated by the chief operating decision-maker.

Net investment income is allocated based on segmented assets by line of business. Allocations of operating expenses among segments are made using both standard rates and actual expenses incurred. 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.

Wealth Management

The Wealth Management Segment markets, sells 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.

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, 2005, 2004 and 2003

15. SEGMENT INFORMATION (CONTINUED)

Individual Protection

The Individual Protection Segment markets, sells 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.

Group Protection

The Group Protection Segment markets, sells 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.

Corporate

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, 2005
	Wealth	Individual	Group
	Management	Protection	Protection	Corporate	Totals
Total Revenues	$ 1,342,509	$ 74,535	$ 32,604	$ 110,537	$ 1,560,185
Total Expenditures	1,220,198	70,991	32,333	64,636	1,388,158
Income before income tax expense, minority interest and cumulative effect of change in accounting principle	122,311	3,544	271	45,901	172,027
Net Income	93,570	2,443	176	36,963	133,152
Total Assets	$ 38,631,963	$ 6,005,424	$ 55,319	$1,314,140	$ 46,006,846

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, 2005, 2004 and 2003

15. SEGMENT INFORMATION (CONTINUED)

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
Income before income tax expense, minority interest and cumulative effect of change in accounting principle	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
	Wealth	Individual	Group
	Management	Protection	Protection	Corporate	Totals
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
Income (loss) before income tax expense, minority interest and cumulative effect of change in accounting principle	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

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, 2005, 2004 and 2003

16. 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 were as follows:

	Unaudited for the Years ended December 31,
	2005	2004	2003
Statutory surplus and capital	$ 1,778,241	$ 1,822,812	$ 1,685,356
Statutory net income	140,827	249,010	224,284

17. DIVIDEND RESTRICTIONS

The Company's and its insurance company subsidiaries' ability to pay dividends is 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. The Company is permitted to pay dividends up to a maximum of $154.3 million in 2006 without prior approval from the Delaware Commissioner of Insurance.

In 2005, the Company's board of directors approved and the Company paid a $200.0 million dividend to its direct parent, Sun Life of Canada (U.S.) Holdings, Inc., consisting of $150.6 million in cash and $49.4 million in notes. In 2004, the Company's board of Directors approved and the Company paid $150.0 million of cash dividends to its direct parent. On December 31, 2004, SCA was distributed in the form of a dividend of $6.6 million to the Company's direct parent and became a consolidated subsidiary of Sun Life of Canada (U.S.) Holdings, Inc. The Company did not pay any dividends in 2003.

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 2005, 2004 or 2003.

Rhode Island law requires prior regulatory approval for any dividend where the amount of such dividend paid during the preceding twelve-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 2005, 2004 or 2003.

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, 2005, 2004 and 2003

18. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

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

	2005	2004	2003
Unrealized gains on available-for-sale securities	$ 56,493	$ 485,553	$ 520,173
Reserve allocation	(22,039)	-	-
Minimum pension liability adjustment	(2,834)	-	-
DAC allocation	(12,842)	(172,945)	(132,323)
VOBA allocation	(1,201)	(48,208)	(54,766)
Tax effect and other	1,683	(83,762)	(105,403)
Accumulated Other Comprehensive Income	$ 19,260	$ 180,638	$ 227,681

19. 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 used as credits for a portion of the associated premium taxes.

Litigation

The Company is not aware of any contingent liabilities arising from litigation, income taxes and other matters that could have a material effect upon the financial condition, 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, 2005, 2004 and 2003

19. 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. The Company believes any potential liability under these agreements is neither probable nor estimatable. Therefore, the Company has not recorded any associated liability.

Lease Commitments

The Company leases various facilities and equipment under operating leases with terms of up to six years. As of December 31, 2005, minimum future lease payments under such leases were as follows:

2006	$ 6,029
2007	4,778
2008	1,477
2009	374
2010	39
Total	$ 12,697

Total rental expense for the years ended December 31, 2005, 2004 and 2003 was $8.5 million, $16.3 million and $23.6 million, respectively.

The Company has four noncancelable sublease agreements that expire on March 31, 2008. As of December 31, 2005, the minimum future lease payments under the sublease agreements were as follows:

2006	$ 1,140
2007	1,174
2008	293
Total	$ 2,607

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, 2005 and 2004, and the related consolidated statements of income, comprehensive income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2005.  Our audits also included the financial statement schedules listed in the Index at Item 15.  These financial statements and consolidated 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 audits 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, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 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 23, 2006

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

Statements of Condition - December 31, 2005

Assets:
Investment in	Shares	Cost		Value
AIM Variable Insurance Fund, Inc.
V.I. Growth Fund Series 2 (AG2)	55,287	$	738,172	$	943,757
V.I. Core Equity Fund Series 2 (AG3)	17,227	323,738		401,916
V.I. Capital Appreciation Fund (AI1)	1,109,836	23,219,984		27,390,751
V.I. Growth Fund (AI2)	1,685,830	23,781,391		29,080,574
V.I. Growth and Income Fund (AI3)	1,286,428	28,435,616		30,166,741
V.I. International Equity Fund (AI4)	1,477,721	22,363,717		34,238,786
V.I. Value Fund (AI5)	225,297	4,168,223		5,028,619
V.I. Capital Appreciation Fund Series 2 (AI7)	40,458	789,026		988,379
V.I. International Growth Fund Series 2 (AI8)	39,260	559,762		902,989
V.I. Premier Equity Fund Series 2 (AI9)	9,134	179,046		202,584
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund (SGI)	5,465,954	120,587,372		166,547,610
The Alger American Fund
Growth Portfolio (AL1)	881,572	34,611,389		34,601,694
Income and Growth Portfolio (AL2)	2,065,081	22,383,381		21,229,029
Small Capitalization Portfolio (AL3)	303,309	5,211,519		7,182,363
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund (AN1)	467,800	9,702,649		12,415,411
Technology Fund (AN2)	134,566	1,816,474		2,103,260
Growth and Income Fund (AN3)	1,561,647	29,845,268		38,494,592
Worldwide Privatization Fund (AN4)	476,515	8,663,463		11,512,596
Quasar Fund (AN5)	257,964	2,832,039		3,118,785
Credit Suisse Institutional Fund, Inc.
Emerging Markets Portfolio (CS1)	94,290	1,018,022		1,585,964
International Equity Portfolio (CS2)	46,091	450,974		539,269
Global Post-Venture Capital Portfolio (CS3)	34,834	405,408		451,103
Small Company Growth Portfolio (CS4)	115,780	1,539,202		1,723,965
Fidelity Variable Insurance Products Funds
VIP Contrafund (FL1)	1,491,672	33,954,229		45,779,424
VIP Overseas Fund (FL2)	458,510	6,190,725		9,371,943
VIP Growth Fund (FL3)	1,963,980	55,062,494		65,380,910
Franklin Templeton Variable Insurance Products Trust
Growth Securities Fund Class 2 (FTG)	488,193	5,793,596		6,741,945
Foreign Securities Fund Class 2 (FTI)	405,985	5,343,734		6,341,480
Goldman Sachs Variable Insurance Trust
VIT CORE Small Cap Equity Fund (GS2)	486,562	6,204,513		6,777,809
VIT CORE US Equity Fund (GS3)	1,131,451	12,596,961		14,855,949
VIT Growth and Income Fund (GS4)	557,673	5,718,562		6,675,350
VIT International Equity Fund (GS5)	697,126	6,698,830		8,400,364
VIT Capital Growth Fund (GS7)	283,518	2,620,751		3,027,975
INVESCO Variable Investment Funds, Inc.
Dynamics Fund (IV1)	141,401	1,564,837		2,088,498
Small Company Growth Fund (IV2)	234,301	3,033,342		3,798,024
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio (JP1)	635,873	9,091,800		8,647,876
International Opportunities Portfolio (JP2)	351,906	3,322,485		4,293,252
Small Company Portfolio (JP3)	374,653	5,179,350		5,964,483
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio (LA1)	6,867,257	157,007,929		179,647,452
Mid Cap Value (LA2)	5,121,673	84,505,013		108,016,076
International Portfolio (LA3)	514,761	4,162,757		5,368,952
MFS/Sun Life Series Trust
Capital Appreciation Series (CAS)	546,862	10,563,363		10,559,911
Emerging Growth Series (EGS)	1,249,739	18,587,215		21,345,542
Government Securities Series (GSS)	2,540,391	34,041,686		32,618,622
High Yield Series (HYS)	2,922,989	19,570,073		19,964,014
New Discovery S Class (M1A)	3,055,606	34,677,385		43,359,053

See notes to financial statements

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

Statements of Condition - December 31, 2005 - continued

MFS/Sun Life Series Trust - continued	Shares	Cost		Value
Massachusetts Investors Growth Stock S Class (M1B)	993,459	$	8,209,896	$	9,646,490
High Yield S Class (MFC)	1,978,630	13,208,075		13,434,901
Capital Appreciation S Class (MFD)	78,681	1,355,660		1,507,529
Utilities S Class (MFE)	507,296	6,145,394		9,136,402
Emerging Growth S Class (MFF)	158,566	2,139,385		2,678,183
Total Return S Class (MFJ)	4,010,864	69,974,157		76,086,085
Government Securities S Class (MFK)	1,884,007	25,226,939		24,058,765
Massachusetts Investors Trust S Class (MFL)	218,557	5,501,249		6,547,956
Massachusetts Investors Growth Stock Series (MIS)	2,440,806	22,691,154		23,871,082
Massachusetts Investors Trust Series (MIT)	739,177	20,191,214		22,286,189
Money Market Series (MMS)	2,423,775	2,423,775		2,423,775
New Discovery Series (NWD)	2,490,995	25,965,006		35,745,782
Total Return Series (TRS)	2,525,573	43,097,647		48,238,437
Utilities Series (UTS)	1,852,973	23,271,889		33,575,865
OCC Accumulation Trust
Equity Portfolio (OP1)	129,273	4,408,114		4,961,510
Mid Cap Portfolio (OP2)	568,259	7,665,568		9,052,371
Small Cap Portfolio (OP3)	85,536	2,430,353		2,675,580
Managed Portfolio (OP4)	31,430	1,272,559		1,353,995
PIMCO Variable Insurance Trust
High Yield Portfolio (PHY)	10,023,840	79,252,834		82,095,247
Emerging Markets Bond Portfolio (PMB)	4,868,185	62,941,045		66,499,402
Real Return Portfolio (PRR)	1,606,713	20,176,000		20,389,187
Total Return Portfolio (PTR)	10,220,997	106,503,126		104,663,011
Rydex Variable Trust
Nova Fund (RX1)	135,210	919,173		1,157,400
OTC Fund (RX2)	87,297	1,112,124		1,270,177
Salomon Brothers Variable Series Funds, Inc.
Capital Fund (SB1)	40,026	574,135		694,460
Investors Fund (SB2)	40,079	507,183		582,749
Strategic Bond Fund (SB3)	284,325	3,001,367		2,931,393
Total Return Fund (SB4)	287,496	3,067,958		3,260,201
Sun Capital Advisers Trust
Sun Capital Money Market Fund (SC1)	85,623,259	85,623,259		85,623,259
Sun Capital Investment Grade Bond Fund (SC2)	4,686,865	45,834,892		45,556,329
Sun Capital Real Estate Fund (SC3)	3,956,520	56,606,735		74,382,581
SC Blue Chip Mid Cap Fund (SC5)	4,207,503	57,709,866		86,674,566
SC Davis Venture Value Fund (SC7)	4,428,897	39,110,502		51,198,055
SC Value Small Cap Fund (SCB)	5,957,576	71,607,826		82,154,979
Sun Capital All Cap Fund (SCM)	220,610	2,582,490		2,309,789
		$	1,791,426,014	$	2,088,599,323
Liability:
Payable to Sponsor				1,327,025
Net Assets				$	2,089,926,348

See notes to financial statements

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

Statements of Condition - December 31, 2005 - continued

Net Assets Applicable to Participants:	Applicable to Participants of			Reserve for
	Deferred Variable Annuity Contracts			Variable
MFS Consolidated Futurity Contracts:	Units	Value		Annuities		Total
AIM Variable Insurance Fund, Inc.
AG2	79,268	$	927,657	$	15,822	$	943,479
AG3	33,532	401,916				401,916
AI1	3,329,705	27,368,639		13,818		27,382,457
AI2	4,786,871	29,005,409		65,189		29,070,598
AI3	3,571,932	30,095,309		67,033		30,162,342
AI4	3,163,208	34,138,697		90,091		34,228,788
AI5	619,108	5,028,619				5,028,619
AI7	80,171	969,351		18,700		988,051
AI8	55,782	902,989				902,989
AI9	16,726	202,584				202,584
Arnhold and S. Bleichroader Advisers, Inc.
SGI	6,745,856	166,413,114		136,882		166,549,996
The Alger American Fund
AL1	4,056,460	34,525,355		117,948		34,643,303
AL2	2,233,544	21,170,246		257,674		21,427,920
AL3	831,703	7,159,548		19,226		7,178,774
Alliance Variable Products Series Fund, Inc.
AN1	1,388,649	12,415,411				12,415,411
AN2	281,537	2,103,260				2,103,260
AN3	3,615,241	38,476,791		12,779		38,489,570
AN4	679,808	11,476,301		35,205		11,511,506
AN5	278,179	3,078,169		45,451		3,123,620
Credit Suisse Institutional Fund, Inc.
CS1	81,847	1,553,055		30,103		1,583,158
CS2	47,318	538,613		570		539,183
CS3	36,326	433,685		14,074		447,759
CS4	159,999	1,721,126		2,488		1,723,614
Fidelity Variable Insurance Products Funds
FL1	3,226,194	45,726,185		51,563		45,777,748
FL2	786,753	9,371,943				9,371,943
FL3	7,227,275	65,321,760		55,224		65,376,984
Franklin Templeton Variable Insurance Products Trust
FTG	400,641	6,728,971		12,857		6,741,828
FTI	369,103	6,341,480				6,341,480
Goldman Sachs Variable Insurance Trust
GS2	412,887	6,747,175		24,711		6,771,886
GS3	1,374,302	14,746,754		216,669		14,963,423
GS4	598,426	6,675,346				6,675,346
GS5	771,158	8,360,419		36,624		8,397,043
GS7	326,430	3,027,975				3,027,975
INVESCO Variable Investment Funds, Inc.
IV1	212,624	2,088,498				2,088,498
IV2	375,781	3,798,024				3,798,024
J.P. Morgan Series Trust II
JP1	940,914	8,582,549		147,960		8,730,509
JP2	400,367	4,276,911		13,934		4,290,845
JP3	458,734	5,962,869				5,962,869
Lord Abbett Series Fund, Inc.
LA1	13,621,201	179,500,788		139,180		179,639,968
LA2	7,264,902	107,923,659		97,445		108,021,104
LA3	389,684	5,316,523		52,196		5,368,719
MFS/Sun Life Series Trust
CAS	1,463,097	10,524,919		49,296		10,574,215
EGS	2,774,869	21,230,454		134,067		21,364,521
GSS	2,528,616	32,551,546		58,774		32,610,320

See notes to financial statements

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

Statements of Condition - December 31, 2005 - continued

	Applicable to Participants of			Reserve for
	Deferred Variable Annuity Contracts			Variable
MFS/Sun Life Series Trust - continued	Units	Value		Annuities		Total
HYS	1,596,264	$	19,874,167	$	80,065	$	19,954,232
M1A	4,043,848	43,330,472		29,912		43,360,384
M1B	1,009,270	9,646,490				9,646,490
MFC	1,040,497	13,434,901				13,434,901
MFD	159,853	1,507,529				1,507,529
MFE	666,466	9,136,278		113		9,136,391
MFF	256,526	2,678,183				2,678,183
MFJ	6,231,478	75,970,995		106,054		76,077,049
MFK	2,166,389	24,056,641		2,018		24,058,659
MFL	604,951	6,534,481		13,093		6,547,574
MIS	3,336,892	23,791,448		77,746		23,869,194
MIT	2,375,230	22,171,579		90,596		22,262,175
MMS	213,236	2,423,775				2,423,775
NWD	3,540,321	35,731,344		13,626		35,744,970
TRS	3,564,758	48,183,284		46,431		48,229,715
UTS	2,469,647	33,444,025		817,181		34,261,206
OCC Accumulation Trust
OP1	408,070	4,953,599		48,807		5,002,406
OP2	344,254	8,975,459		68,151		9,043,610
OP3	147,235	2,637,279		33,718		2,670,997
OP4	110,184	1,353,995				1,353,995
PIMCO Variable Insurance Trust
PHY	5,685,755	82,052,393		43,964		82,096,357
PMB	3,718,255	66,414,252		84,446		66,498,698
PRR	1,742,533	20,388,201		849		20,389,050
PTR	9,510,770	104,626,334		37,735		104,664,069
Rydex Variable Trust
RX1	133,984	1,157,400				1,157,400
RX2	151,690	1,270,177				1,270,177
Salomon Brothers Variable Series Funds, Inc.
SB1	40,865	694,460				694,460
SB2	42,537	582,749				582,749
SB3	196,147	2,896,001		31,432		2,927,433
SB4	269,408	3,245,658		13,239		3,258,897
Sun Capital Advisers Trust
SC1	8,209,391	85,416,446		569,224		85,985,670
SC2	3,463,625	45,417,313		114,584		45,531,897
SC3	3,158,457	74,315,929		64,577		74,380,506
SC5	5,293,361	86,504,191		149,894		86,654,085
SC7	4,560,454	51,042,100		125,424		51,167,524
SCB	5,183,910	82,024,147		125,862		82,150,009
SCM	162,783	2,284,187		25,600		2,309,787
Net Assets		$	2,085,078,454	$	4,847,894	$	2,089,926,348

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005

	AG2 Sub-Account			AG3 Sub-Account			AI1 Sub-Account			AI2 Sub-Account
Income and Expenses:
Dividend income	$	-		$	5,014		$	16,919		$	-
Mortality and expense risk charges		(15,468	)		(6,825	)		(363,786	)		(393,054	)
Distribution and administrative expense charges		(1,856	)		(819	)		(43,654	)		(47,166	)
Net investment income (loss)	$	(17,324	)	$	(2,630	)	$	(390,521	)	$	(440,220	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	19,195		$	21,623		$	(1,172,331	)	$	(298,549	)
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	19,195		$	21,623		$	(1,172,331	)	$	(298,549	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	205,585		$	78,178		$	4,170,767		$	5,299,183
Beginning of year		160,866			84,073			813,752			2,988,093
Change in unrealized appreciation (depreciation)	$	44,719		$	(5,895	)	$	3,357,015		$	2,311,090
Realized and unrealized gains (losses)	$	63,914		$	15,728		$	2,184,684		$	2,012,541
Increase (Decrease) in net assets from operations	$	46,590		$	13,098		$	1,794,163		$	1,572,321
	AI3 Sub-Account			AI4 Sub-Account			AI5 Sub-Account			AI7 Sub-Account
Income and Expenses:
Dividend income	$	453,355		$	214,940		$	41,976		$	-
Mortality and expense risk charges		(414,848	)		(421,562	)		(68,488	)		(15,040	)
Distribution and administrative expense charges		(49,782	)		(50,587	)		(8,219	)		(1,805	)
Net investment income (loss)	$	(11,275	)	$	(257,209	)	$	(34,731	)	$	(16,845	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(1,528,253	)	$	1,899,878		$	43,198		$	18,439
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	(1,528,253	)	$	1,899,878		$	43,198		$	18,439
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,731,125		$	11,875,069		$	860,396		$	199,353
Beginning of year		(905,731	)		8,505,510			672,259			138,607
Change in unrealized appreciation (depreciation)	$	2,636,856		$	3,369,559		$	188,137		$	60,746
Realized and unrealized gains (losses)	$	1,108,603		$	5,269,437		$	231,335		$	79,185
Increase (Decrease) in net assets from operations	$	1,097,328		$	5,012,228		$	196,604		$	62,340

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	AI8 Sub-Account			AI9 Sub-Account			SGI Sub-Account			AL1 Sub-Account
Income and Expenses:
Dividend income	$	5,160		$	1,234		$	3,458,284		$	83,726
Mortality and expense risk charges		(13,213	)		(3,029	)		(2,151,094	)		(466,345	)
Distribution and administrative expense charges		(1,586	)		(364	)		(258,131	)		(55,961	)
Net investment income (loss)	$	(9,639	)	$	(2,159	)	$	1,049,059		$	(438,580	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	45,392		$	1,817		$	16,020,222		$	(3,788,943	)
Realized gain distributions		-			-			10,844,618			-
Net realized gains (losses)	$	45,392		$	1,817		$	26,864,840		$	(3,788,943	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	343,227		$	23,538		$	45,960,238		$	(9,695	)
Beginning of year		252,115			16,455			46,108,200			(7,487,771	)
Change in unrealized appreciation (depreciation)	$	91,112		$	7,083		$	(147,962	)	$	7,478,076
Realized and unrealized gains (losses)	$	136,504		$	8,900		$	26,716,878		$	3,689,133
Increase (Decrease) in net assets from operations	$	126,865		$	6,741		$	27,765,937		$	3,250,553
	AL2 Sub-Account			AL3 Sub-Account			AN1 Sub-Account			AN2 Sub-Account
Income and Expenses:
Dividend income	$	256,809		$	-		$	-		$	-
Mortality and expense risk charges		(304,954	)		(93,325	)		(146,610	)		(26,067	)
Distribution and administrative expense charges		(36,595	)		(11,199	)		(17,593	)		(3,128	)
Net investment income (loss)	$	(84,740	)	$	(104,524	)	$	(164,203	)	$	(29,195	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(1,634,739	)	$	71,305		$	284,147		$	24,731
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	(1,634,739	)	$	71,305		$	284,147		$	24,731
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,154,352	)	$	1,970,844		$	2,712,762		$	286,786
Beginning of year		(3,221,263	)		923,417			1,463,073			245,366
Change in unrealized appreciation (depreciation)	$	2,066,911		$	1,047,427		$	1,249,689		$	41,420
Realized and unrealized gains (losses)	$	432,172		$	1,118,732		$	1,533,836		$	66,151
Increase (Decrease) in net assets from operations	$	347,432		$	1,014,208		$	1,369,633		$	36,956

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	AN3 Sub-Account			AN4 Sub-Account			AN5 Sub-Account			CS1 Sub-Account
Income and Expenses:
Dividend income	$	555,278		$	28,542		$	-		$	9,437
Mortality and expense risk charges		(563,126	)		(121,843	)		(29,190	)		(15,606	)
Distribution and administrative expense charges		(67,575	)		(14,621	)		(3,503	)		(1,873	)
Net investment income (loss)	$	(75,423	)	$	(107,922	)	$	(32,693	)	$	(8,042	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	2,802,707		$	798,065		$	231,019		$	69,445
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	2,802,707		$	798,065		$	231,019		$	69,445
Net unrealized appreciation (depreciation) on investments:
End of year	$	8,649,324		$	2,849,133		$	286,746		$	567,942
Beginning of year		10,202,190			1,870,299			440,740			315,211
Change in unrealized appreciation (depreciation)	$	(1,552,866	)	$	978,834		$	(153,994	)	$	252,731
Realized and unrealized gains (losses)	$	1,249,841		$	1,776,899		$	77,025		$	322,176
Increase (Decrease) in net assets from operations	$	1,174,418		$	1,668,977		$	44,332		$	314,134
	CS2 Sub-Account			CS3 Sub-Account			CS4 Sub-Account			FL1 Sub-Account
Income and Expenses:
Dividend income	$	4,318		$	-		$	-		$	48,030
Mortality and expense risk charges		(6,386	)		(5,151	)		(23,715	)		(556,292	)
Distribution and administrative expense charges		(766	)		(618	)		(2,846	)		(66,755	)
Net investment income (loss)	$	(2,834	)	$	(5,769	)	$	(26,561	)	$	(575,017	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(39,899	)	$	(74,226	)	$	77,368		$	2,072,665
Realized gain distributions		-			-			-			6,861
Net realized gains (losses)	$	(39,899	)	$	(74,226	)	$	77,368		$	2,079,526
Net unrealized appreciation (depreciation) on investments:
End of year	$	88,295		$	45,695		$	184,763		$	11,825,195
Beginning of year		(30,703	)		(88,814	)		328,769			7,591,879
Change in unrealized appreciation (depreciation)	$	118,998		$	134,509		$	(144,006	)	$	4,233,316
Realized and unrealized gains (losses)	$	79,099		$	60,283		$	(66,638	)	$	6,312,842
Increase (Decrease) in net assets from operations	$	76,265		$	54,514		$	(93,199	)	$	5,737,825

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	FL2 Sub-Account			FL3 Sub-Account			FTG Sub-Account			FTI Sub-Account
Income and Expenses:
Dividend income	$	48,846		$	182,453		$	65,586		$	64,234
Mortality and expense risk charges		(123,598	)		(919,061	)		(86,977	)		(75,557	)
Distribution and administrative expense charges		(14,832	)		(110,287	)		(10,437	)		(9,067	)
Net investment income (loss)	$	(89,584	)	$	(846,895	)	$	(31,828	)	$	(20,390	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	883,750		$	1,547,373		$	198,638		$	406,370
Realized gain distributions		48,846			-			-			-
Net realized gains (losses)	$	932,596		$	1,547,373		$	198,638		$	406,370
Net unrealized appreciation (depreciation) on investments:
End of year	$	3,181,218		$	10,318,416		$	948,349		$	997,746
Beginning of year		2,592,684			8,675,736			666,685			880,268
Change in unrealized appreciation (depreciation)	$	588,534		$	1,642,680		$	281,664		$	117,478
Realized and unrealized gains (losses)	$	1,521,130		$	3,190,053		$	480,302		$	523,848
Increase (Decrease) in net assets from operations	$	1,431,546		$	2,343,158		$	448,474		$	503,458
	GS2 Sub-Account			GS3 Sub-Account			GS4 Sub-Account			GS5 Sub-Account
Income and Expenses:
Dividend income	$	16,113		$	111,650		$	110,543		$	25,269
Mortality and expense risk charges		(81,390	)		(194,983	)		(88,927	)		(106,731	)
Distribution and administrative expense charges		(9,767	)		(23,398	)		(10,671	)		(12,808	)
Net investment income (loss)	$	(75,044	)	$	(106,731	)	$	10,945		$	(94,270	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	449,428		$	196,408		$	187,446		$	8,249
Realized gain distributions		596,592			-			-			-
Net realized gains (losses)	$	1,046,020		$	196,408		$	187,446		$	8,249
Net unrealized appreciation (depreciation) on investments:
End of year	$	573,296		$	2,258,988		$	956,788		$	1,701,534
Beginning of year		1,281,666			1,687,740			997,656			722,112
Change in unrealized appreciation (depreciation)	$	(708,370	)	$	571,248		$	(40,868	)	$	979,422
Realized and unrealized gains (losses)	$	337,650		$	767,656		$	146,578		$	987,671
Increase (Decrease) in net assets from operations	$	262,606		$	660,925		$	157,523		$	893,401

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	GS7 Sub-Account			IV1 Sub-Account			IV2 Sub-Account			JP1 Sub-Account
Income and Expenses:
Dividend income	$	4,585		$	-		$	-		$	122,758
Mortality and expense risk charges		(42,783	)		(27,150	)		(50,809	)		(121,354	)
Distribution and administrative expense charges		(5,134	)		(3,258	)		(6,097	)		(14,562	)
Net investment income (loss)	$	(43,332	)	$	(30,408	)	$	(56,906	)	$	(13,158	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	195,692		$	168,246		$	168,053		$	(463,620	)
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	195,692		$	168,246		$	168,053		$	(463,620	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	407,224		$	523,661		$	764,682		$	(443,924	)
Beginning of year		549,153			481,603			727,197			(877,737	)
Change in unrealized appreciation (depreciation)	$	(141,929	)	$	42,058		$	37,485		$	433,813
Realized and unrealized gains (losses)	$	53,763		$	210,304		$	205,538		$	(29,807	)
Increase (Decrease) in net assets from operations	$	10,431		$	179,896		$	148,632		$	(42,965	)
	JP2 Sub-Account			JP3 Sub-Account			LA1 Sub-Account			LA2 Sub-Account
Income and Expenses:
Dividend income	$	41,130		$	-		$	1,726,872		$	463,261
Mortality and expense risk charges		(57,900	)		(82,018	)		(2,465,071	)		(1,458,118	)
Distribution and administrative expense charges		(6,948	)		(9,842	)		(295,809	)		(174,974	)
Net investment income (loss)	$	(23,718	)	$	(91,860	)	$	(1,034,008	)	$	(1,169,831	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	55,318		$	203,257		$	4,195,734		$	4,376,654
Realized gain distributions		-			804,663			10,550,890			6,329,951
Net realized gains (losses)	$	55,318		$	1,007,920		$	14,746,624		$	10,706,605
Net unrealized appreciation (depreciation) on investments:
End of year	$	970,767		$	785,133		$	22,639,523		$	23,511,063
Beginning of year		625,147			1,595,760			33,679,917			26,283,694
Change in unrealized appreciation (depreciation)	$	345,620		$	(810,627	)	$	(11,040,394	)	$	(2,772,631	)
Realized and unrealized gains (losses)	$	400,938		$	197,293		$	3,706,230		$	7,933,974
Increase (Decrease) in net assets from operations	$	377,220		$	105,433		$	2,672,222		$	6,764,143

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	LA3 Sub-Account			CAS Sub-Account			EGS Sub-Account			GSS Sub-Account
Income and Expenses:
Dividend income	$	-		$	65,742		$	-		$	1,752,158
Mortality and expense risk charges		(56,037	)		(147,290	)		(283,217	)		(464,538	)
Distribution and administrative expense charges		(6,725	)		(17,675	)		(33,986	)		(55,745	)
Net investment income (loss)	$	(62,762	)	$	(99,223	)	$	(317,203	)	$	1,231,875
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	372,173		$	(702,739	)	$	(687,471	)	$	(416,442	)
Realized gain distributions		197,033			-			-			-
Net realized gains (losses)	$	569,206		$	(702,739	)	$	(687,471	)	$	(416,442	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,206,195		$	(3,452	)	$	2,758,327		$	(1,423,064	)
Beginning of year		721,846			(645,617	)		289,452			(921,032	)
Change in unrealized appreciation (depreciation)	$	484,349		$	642,165		$	2,468,875		$	(502,032	)
Realized and unrealized gains (losses)	$	1,053,555		$	(60,574	)	$	1,781,404		$	(918,474	)
Increase (Decrease) in net assets from operations	$	990,793		$	(159,797	)	$	1,464,201		$	313,401
	HYS Sub-Account			M1A Sub-Account			M1B Sub-Account			MFC Sub-Account
Income and Expenses:
Dividend income	$	1,978,378		$	-		$	28,403		$	1,206,069
Mortality and expense risk charges		(284,554	)		(633,436	)		(134,726	)		(192,991	)
Distribution and administrative expense charges		(34,146	)		(76,012	)		(16,167	)		(23,159	)
Net investment income (loss)	$	1,659,678		$	(709,448	)	$	(122,490	)	$	989,919
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	432,165		$	2,155,270		$	104,916		$	3,467
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	432,165		$	2,155,270		$	104,916		$	3,467
Net unrealized appreciation (depreciation) on investments:
End of year	$	393,941		$	8,681,668		$	1,436,594		$	226,826
Beginning of year		2,386,109			8,787,677			1,187,531			1,236,243
Change in unrealized appreciation (depreciation)	$	(1,992,168	)	$	(106,009	)	$	249,063		$	(1,009,417	)
Realized and unrealized gains (losses)	$	(1,560,003	)	$	2,049,261		$	353,979		$	(1,005,950	)
Increase (Decrease) in net assets from operations	$	99,675		$	1,339,813		$	231,489		$	(16,031	)

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	MFD Sub-Account			MFE Sub-Account			MFF Sub-Account			MFJ Sub-Account
Income and Expenses:
Dividend income	$	7,193		$	73,285		$	-		$	1,940,962
Mortality and expense risk charges		(25,965	)		(116,831	)		(33,674	)		(1,207,305	)
Distribution and administrative expense charges		(3,116	)		(14,020	)		(4,041	)		(144,877	)
Net investment income (loss)	$	(21,888	)	$	(57,566	)	$	(37,715	)	$	588,780
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	70,563		$	817,705		$	105,555		$	1,527,351
Realized gain distributions		-			-			-			1,992,364
Net realized gains (losses)	$	70,563		$	817,705		$	105,555		$	3,519,715
Net unrealized appreciation (depreciation) on investments:
End of year	$	151,869		$	2,991,008		$	538,798		$	6,111,928
Beginning of year		239,022			2,506,444			437,550			9,423,975
Change in unrealized appreciation (depreciation)	$	(87,153	)	$	484,564		$	101,248		$	(3,312,047	)
Realized and unrealized gains (losses)	$	(16,590	)	$	1,302,269		$	206,803		$	207,668
Increase (Decrease) in net assets from operations	$	(38,478	)	$	1,244,703		$	169,088		$	796,448
	MFK Sub-Account			MFL Sub-Account			MIS Sub-Account			MIT Sub-Account
Income and Expenses:
Dividend income	$	1,167,951		$	52,422		$	136,170		$	225,494
Mortality and expense risk charges		(354,553	)		(83,402	)		(336,727	)		(302,835	)
Distribution and administrative expense charges		(42,546	)		(10,008	)		(40,407	)		(36,340	)
Net investment income (loss)	$	770,852		$	(40,988	)	$	(240,964	)	$	(113,681	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(349,311	)	$	159,019		$	(1,602,763	)	$	(694,909	)
Realized gain distributions		-			-			-			-
Net realized gains (losses)	$	(349,311	)	$	159,019		$	(1,602,763	)	$	(694,909	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,168,174	)	$	1,046,707		$	1,179,928		$	2,094,975
Beginning of year		(866,618	)		816,554			(1,265,038	)		(27,058	)
Change in unrealized appreciation (depreciation)	$	(301,556	)	$	230,153		$	2,444,966		$	2,122,033
Realized and unrealized gains (losses)	$	(650,867	)	$	389,172		$	842,203		$	1,427,124
Increase (Decrease) in net assets from operations	$	119,985		$	348,184		$	601,239		$	1,313,443

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	MMS Sub-Account			NWD Sub-Account			TRS Sub-Account			UTS Sub-Account
Income and Expenses:
Dividend income	$	81,936		$	-		$	1,342,952		$	327,636
Mortality and expense risk charges		(38,730	)		(469,809	)		(662,155	)		(425,257	)
Distribution and administrative expense charges		(4,648	)		(56,377	)		(79,459	)		(51,031	)
Net investment income (loss)	$	38,558		$	(526,186	)	$	601,338		$	(148,652	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	-		$	1,719,976		$	931,282		$	367,254
Realized gain distributions		-			-			1,292,014			-
Net realized gains (losses)	$	-		$	1,719,976		$	2,223,296		$	367,254
Net unrealized appreciation (depreciation) on investments:
End of year	$	-		$	9,780,776		$	5,140,790		$	10,303,976
Beginning of year		-			9,860,479			7,215,586			5,733,293
Change in unrealized appreciation (depreciation)	$	-		$	(79,703	)	$	(2,074,796	)	$	4,570,683
Realized and unrealized gains (losses)	$	-		$	1,640,273		$	148,500		$	4,937,937
Increase (Decrease) in net assets from operations	$	38,558		$	1,114,087		$	749,838		$	4,789,285
	OP1 Sub-Account			OP2 Sub-Account			OP3 Sub-Account			OP4 Sub-Account
Income and Expenses:
Dividend income	$	21,920		$	-		$	-		$	19,985
Mortality and expense risk charges		(63,729	)		(115,554	)		(34,343	)		(19,144	)
Distribution and administrative expense charges		(7,647	)		(13,866	)		(4,121	)		(2,297	)
Net investment income (loss)	$	(49,456	)	$	(129,420	)	$	(38,464	)	$	(1,456	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	83,183		$	133,285		$	42,741		$	20,523
Realized gain distributions		-			378,863			395,855			54,015
Net realized gains (losses)	$	83,183		$	512,148		$	438,596		$	74,538
Net unrealized appreciation (depreciation) on investments:
End of year	$	553,396		$	1,386,803		$	245,227		$	81,436
Beginning of year		321,984			561,689			709,864			103,471
Change in unrealized appreciation (depreciation)	$	231,412		$	825,114		$	(464,637	)	$	(22,035	)
Realized and unrealized gains (losses)	$	314,595		$	1,337,262		$	(26,041	)	$	52,503
Increase (Decrease) in net assets from operations	$	265,139		$	1,207,842		$	(64,505	)	$	51,047

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	PHY Sub-Account			PMB Sub-Account			PRR Sub-Account			PTR Sub-Account
Income and Expenses:
Dividend income	$	5,210,816		$	3,194,013		$	567,067		$	3,512,967
Mortality and expense risk charges		(1,134,394	)		(904,747	)		(276,121	)		(1,479,505	)
Distribution and administrative expense charges		(136,127	)		(108,570	)		(33,135	)		(177,541	)
Net investment income (loss)	$	3,940,295		$	2,180,696		$	257,811		$	1,855,921
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	1,628,658		$	1,379,082		$	188,572		$	376,148
Realized gain distributions		-			1,199,535			221,924			1,664,307
Net realized gains (losses)	$	1,628,658		$	2,578,617		$	410,496		$	2,040,455
Net unrealized appreciation (depreciation) on investments:
End of year	$	2,842,413		$	3,558,357		$	213,187		$	(1,840,115	)
Beginning of year		6,525,848			2,831,242			763,245			1,213,360
Change in unrealized appreciation (depreciation)	$	(3,683,435	)	$	727,115		$	(550,058	)	$	(3,053,475	)
Realized and unrealized gains (losses)	$	(2,054,777	)	$	3,305,732		$	(139,562	)	$	(1,013,020	)
Increase (Decrease) in net assets from operations	$	1,885,518		$	5,486,428		$	118,249		$	842,901
	RX1 Sub-Account			RX2 Sub-Account			SB1 Sub-Account			SB2 Sub-Account
Income and Expenses:
Dividend income	$	3,224		$	-		$	5,936		$	6,838
Mortality and expense risk charges		(14,841	)		(26,390	)		(8,816	)		(7,167	)
Distribution and administrative expense charges		(1,781	)		(3,167	)		(1,058	)		(860	)
Net investment income (loss)	$	(13,398	)	$	(29,557	)	$	(3,938	)	$	(1,189	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	66,894		$	198,450		$	11,923		$	6,999
Realized gain distributions		-			-			489			-
Net realized gains (losses)	$	66,894		$	198,450		$	12,412		$	6,999
Net unrealized appreciation (depreciation) on investments:
End of year	$	238,227		$	158,053		$	120,325		$	75,566
Beginning of year		262,118			434,394			109,679			52,835
Change in unrealized appreciation (depreciation)	$	(23,891	)	$	(276,341	)	$	10,646		$	22,731
Realized and unrealized gains (losses)	$	43,003		$	(77,891	)	$	23,058		$	29,730
Increase (Decrease) in net assets from operations	$	29,605		$	(107,448	)	$	19,120		$	28,541

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	SB3 Sub-Account			SB4 Sub-Account			SC1 Sub-Account			SC2 Sub-Account
Income and Expenses:
Dividend income	$	140,783		$	64,367		$	2,497,727		$	2,275,942
Mortality and expense risk charges		(36,972	)		(43,697	)		(1,267,202	)		(647,848	)
Distribution and administrative expense charges		(4,437	)		(5,244	)		(152,064	)		(77,742	)
Net investment income (loss)	$	99,374		$	15,426		$	1,078,461		$	1,550,352
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	51,881		$	75,798		$	-		$	497,052
Realized gain distributions		82,464			22,417			-			465,504
Net realized gains (losses)	$	134,345		$	98,215		$	-		$	962,556
Net unrealized appreciation (depreciation) on investments:
End of year	$	(69,974	)	$	192,243		$	-		$	(278,563	)
Beginning of year		130,493			241,421			-			2,009,759
Change in unrealized appreciation (depreciation)	$	(200,467	)	$	(49,178	)	$	-		$	(2,288,322	)
Realized and unrealized gains (losses)	$	(66,122	)	$	49,037		$	-		$	(1,325,766	)
Increase (Decrease) in net assets from operations	$	33,252		$	64,463		$	1,078,461		$	224,586
	SC3 Sub-Account			SC5 Sub-Account			SC7 Sub-Account			SCB Sub-Account
Income and Expenses:
Dividend income	$	1,172,054		$	74,539		$	356,710		$	-
Mortality and expense risk charges		(1,003,476	)		(1,138,990	)		(667,581	)		(1,107,235	)
Distribution and administrative expense charges		(120,417	)		(136,679	)		(80,110	)		(132,868	)
Net investment income (loss)	$	48,161		$	(1,201,130	)	$	(390,981	)	$	(1,240,103	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	5,183,248		$	4,845,527		$	2,131,415		$	3,975,671
Realized gain distributions		6,305,928			2,085,878			-			10,808,524
Net realized gains (losses)	$	11,489,176		$	6,931,405		$	2,131,415		$	14,784,195
Net unrealized appreciation (depreciation) on investments:
End of year	$	17,775,846		$	28,964,700		$	12,087,553		$	10,547,153
Beginning of year		23,564,286			23,185,392			9,856,081			22,077,315
Change in unrealized appreciation (depreciation)	$	(5,788,440	)	$	5,779,308		$	2,231,472		$	(11,530,162	)
Realized and unrealized gains (losses)	$	5,700,736		$	12,710,713		$	4,362,887		$	3,254,033
Increase (Decrease) in net assets from operations	$	5,748,897		$	11,509,583		$	3,971,906		$	2,013,930

See notes to financial statements

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

Statements of Operations - Year Ended December 31, 2005 - continued

	SCM Sub-Account
Income and Expenses:
Dividend income	$	2,921
Mortality and expense risk charges		(38,545	)
Distribution and administrative expense charges		(4,625	)
Net investment income (loss)	$	(40,249	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	94,662
Realized gain distributions		367,731
Net realized gains (losses)	$	462,393
Net unrealized appreciation (depreciation) on investments:
End of year	$	(272,701	)
Beginning of year		284,933
Change in unrealized appreciation (depreciation)	$	(557,634	)
Realized and unrealized gains (losses)	$	(95,241	)
Increase (Decrease) in net assets from operations	$	(135,490	)

See notes to financial statements

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

Statements of Changes in Net Assets

	AG2						AG3						AI1						AI2						AI3
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(17,324	)	$	(13,898	)	$	(2,630	)	$	(3,993	)	$	(390,521	)	$	(450,360	)	$	(440,220	)	$	(499,512	)	$	(11,275	)	$	(191,213	)
Net realized gains (losses)		19,195			18,720			21,623			9,203			(1,172,331	)		(2,188,696	)		(298,549	)		(1,706,194	)		(1,528,253	)		(1,773,349	)
Net unrealized gains (losses)		44,719			62,498			(5,895	)		22,619			3,357,015			4,112,326			2,311,090			4,322,739			2,636,856			4,420,923
Increase (Decrease) in net assets from operations	$	46,590		$	67,320		$	13,098		$	27,829		$	1,794,163		$	1,473,270		$	1,572,321		$	2,117,033		$	1,097,328		$	2,456,361
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	2,573		$	101,545		$	25,806		$	13,440		$	295,335		$	213,821		$	325,709		$	276,308		$	373,138		$	245,743
Net transfers between Sub-Accounts and Fixed Account		(18,378	)		239,938			(74,789	)		(8,190	)		(2,694,558	)		234,950			(3,097,369	)		(2,055,966	)		(2,883,398	)		(2,338,242	)
Withdrawals, surrenders, annuitizations and contract charges		(29,163	)		(24,108	)		(2,208	)		(13,643	)		(3,311,936	)		(2,825,586	)		(3,781,102	)		(3,045,744	)		(3,791,772	)		(3,053,815	)
Net accumulation activity	$	(44,968	)	$	317,375		$	(51,191	)	$	(8,393	)	$	(5,711,159	)	$	(2,376,815	)	$	(6,552,762	)	$	(4,825,402	)	$	(6,302,032	)	$	(5,146,314	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	37,004		$	-		$	-
Annuity payments and contract charges		(860	)		(837	)		-			-			(12,553	)		(2,251	)		(22,564	)		(17,556	)		(25,011	)		(14,839	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(221	)		(215	)		-			-			(990	)		(755	)		(1,680	)		(1,787	)		(1,146	)		(1,305	)
Net annuitization activity	$	(1,081	)	$	(1,052	)	$	-		$	-		$	(13,543	)	$	(3,006	)	$	(24,244	)	$	17,661		$	(26,157	)	$	(16,144	)
Increase (Decrease) in net assets from
Participant owner transactions	$	(46,049	)	$	316,323		$	(51,191	)	$	(8,393	)	$	(5,724,702	)	$	(2,379,821	)	$	(6,577,006	)	$	(4,807,741	)	$	(6,328,189	)	$	(5,162,458	)
Increase (Decrease) in net assets	$	541		$	383,643		$	(38,093	)	$	19,436		$	(3,930,539	)	$	(906,551	)	$	(5,004,685	)	$	(2,690,708	)	$	(5,230,861	)	$	(2,706,097	)
Net Assets:
Beginning of year	$	942,938		$	559,295		$	440,009		$	420,573		$	31,312,996		$	32,219,547		$	34,075,283		$	36,765,991		$	35,393,203		$	38,099,300
End of year	$	943,479		$	942,938		$	401,916		$	440,009		$	27,382,457		$	31,312,996		$	29,070,598		$	34,075,283		$	30,162,342		$	35,393,203
Unit Transactions:
Beginning of year		83,335			47,672			37,182			37,791			4,032,429			4,349,721			5,955,627			6,855,680			4,307,659			4,977,326
Purchased		262			8,206			1,981			1,122			38,267			30,672			60,375			48,853			39,955			31,424
Transferred between Sub-Accounts and Fixed Accumulation Account		(1,889	)		29,248			(5,445	)		(647	)		(311,001	)		35,719			(566,030	)		(412,755	)		(345,895	)		(311,766	)
Withdrawn, Surrendered and Annuitized		(2,440	)		(1,791	)		(186	)		(1,084	)		(429,990	)		(383,683	)		(663,101	)		(536,151	)		(429,787	)		(389,325	)
End of year		79,268			83,335			33,532			37,182			3,329,705			4,032,429			4,786,871			5,955,627			3,571,932			4,307,659

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	AI4						AI5						AI7						AI8						AI9
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(257,209	)	$	(245,087	)	$	(34,731	)	$	(60,490	)	$	(16,845	)	$	(14,003	)	$	(9,639	)	$	(8,350	)	$	(2,159	)	$	(2,272	)
Net realized gains (losses)		1,899,878			510,223			43,198			(12,250	)		18,439			54,524			45,392			38,448			1,817			3,436
Net unrealized gains (losses)		3,369,559			5,896,612			188,137			294,571			60,746			3,038			91,112			126,411			7,083			6,002
Increase (Decrease) in net assets from operations	$	5,012,228		$	6,161,748		$	196,604		$	221,831		$	62,340		$	43,559		$	126,865		$	156,509		$	6,741		$	7,166
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	261,764		$	161,853		$	9,341		$	76,225		$	8,651		$	39,887		$	788		$	2,922		$	3,450		$	5,430
Net transfers between Sub-Accounts and Fixed Account		(319,487	)		(497,942	)		(314,663	)		(403,410	)		(20,011	)		140,023			(97,642	)		60,285			2,766			75,065
Withdrawals, surrenders, annuitizations and contract charges		(3,888,393	)		(2,377,105	)		(364,568	)		(651,312	)		(23,251	)		(77,582	)		(17,206	)		(41,016	)		(11,038	)		(15,012	)
Net accumulation activity	$	(3,946,116	)	$	(2,713,194	)	$	(669,890	)	$	(978,497	)	$	(34,611	)	$	102,328		$	(114,060	)	$	22,191		$	(4,822	)	$	65,483
Annuitization Activity:
Annuitizations	$	-		$	21,950		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(27,271	)		(12,871	)		-			-			(1,003	)		(980	)		-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(2,256	)		(2,331	)		-			-			(262	)		(252	)		-			-			-			-
Net annuitization activity	$	(29,527	)	$	6,748		$	-		$	-		$	(1,265	)	$	(1,232	)	$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from
Participan owner transactions	$	(3,975,643	)	$	(2,706,446	)	$	(669,890	)	$	(978,497	)	$	(35,876	)	$	101,096		$	(114,060	)	$	22,191		$	(4,822	)	$	65,483
Increase (Decrease) in net assets	$	1,036,585		$	3,455,302		$	(473,286	)	$	(756,666	)	$	26,464		$	144,655		$	12,805		$	178,700		$	1,919		$	72,649
Net Assets:
Beginning of year	$	33,192,203		$	29,736,901		$	5,501,905		$	6,258,571		$	961,587		$	816,932		$	890,184		$	711,484		$	200,665		$	128,016
End of year	$	34,228,788		$	33,192,203		$	5,028,619		$	5,501,905		$	988,051		$	961,587		$	902,989		$	890,184		$	202,584		$	200,665
Unit Transactions:
Beginning of year		3,574,144			3,910,999			705,233			836,085			83,459			72,162			63,338			60,796			17,199			11,352
Purchased		27,135			19,219			1,199			10,276			644			3,787			56			239			262			482
Transferred between Sub-Accounts and Fixed Accumulation Account		(47,746	)		(78,047	)		(40,656	)		(53,237	)		(2,370	)		13,180			(6,506	)		5,491			227			6,990
Withdrawn, Surrendered and Annuitized		(390,325	)		(278,027	)		(46,668	)		(87,891	)		(1,562	)		(5,670	)		(1,106	)		(3,188	)		(962	)		(1,625	)
End of year		3,163,208			3,574,144			619,108			705,233			80,171			83,459			55,782			63,338			16,726			17,199

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	SGI						AL1						AL2						AL3						AN1
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	1,049,059		$	1,058,814		$	(438,580	)	$	(659,441	)	$	(84,740	)	$	(261,655	)	$	(104,524	)	$	(112,216	)	$	(164,203	)	$	(169,771	)
Net realized gains (losses)		26,864,840			10,633,779			(3,788,943	)		(5,955,487	)		(1,634,739	)		(2,944,851	)		71,305			(342,483	)		284,147			(73,150	)
Net unrealized gains (losses)		(147,962	)		16,564,536			7,478,076			7,935,279			2,066,911			4,785,708			1,047,427			1,500,688			1,249,689			982,161
Increase (Decrease) in net assets from operations	$	27,765,937		$	28,257,129		$	3,250,553		$	1,320,351		$	347,432		$	1,579,202		$	1,014,208		$	1,045,989		$	1,369,633		$	739,240
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	3,430,260		$	9,488,136		$	192,674		$	149,631		$	87,777		$	193,890		$	34,390		$	20,038		$	72,077		$	139,872
Net transfers between Sub-Accounts and Fixed Account		6,036,914			12,576,623			(6,525,769	)		(6,154,127	)		(2,329,145	)		(4,966,421	)		(645,380	)		(942,584	)		1,818			242,332
Withdrawals, surrenders, annuitizations and contract charges		(13,398,287	)		(7,972,357	)		(4,003,414	)		(4,659,809	)		(3,405,377	)		(2,804,426	)		(830,079	)		(674,293	)		(913,092	)		(1,237,558	)
Net accumulation activity	$	(3,931,113	)	$	14,092,402		$	(10,336,509	)	$	(10,664,305	)	$	(5,646,745	)	$	(7,576,957	)	$	(1,441,069	)	$	(1,596,839	)	$	(839,197	)	$	(855,354	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	6,962		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(20,910	)		(13,965	)		(23,708	)		(11,472	)		(46,263	)		(36,531	)		(14,805	)		(4,312	)		-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		1,821			704			42,297			(1,098	)		218,958			(3,001	)		(889	)		(761	)		-			-
Net annuitization activity	$	(19,089	)	$	(13,261	)	$	18,589		$	(12,570	)	$	172,695		$	(32,570	)	$	(15,694	)	$	(5,073	)	$	-		$	-
Increase (Decrease) in net assets from
Participan owner transactions	$	(3,950,202	)	$	14,079,141		$	(10,317,920	)	$	(10,676,875	)	$	(5,474,050	)	$	(7,609,527	)	$	(1,456,763	)	$	(1,601,912	)	$	(839,197	)	$	(855,354	)
Increase (Decrease) in net assets	$	23,815,735		$	42,336,270		$	(7,067,367	)	$	(9,356,524	)	$	(5,126,618	)	$	(6,030,325	)	$	(442,555	)	$	(555,923	)	$	530,436		$	(116,114	)
Net Assets:
Beginning of year	$	142,734,261		$	100,397,991		$	41,710,670		$	51,067,194		$	26,554,538		$	32,584,863		$	7,621,329		$	8,177,252		$	11,884,975		$	12,001,089
End of year	$	166,549,996		$	142,734,261		$	34,643,303		$	41,710,670		$	21,427,920		$	26,554,538		$	7,178,774		$	7,621,329		$	12,415,411		$	11,884,975
Unit Transactions:
Beginning of year		6,913,520			6,087,549			5,448,196			6,967,886			2,847,367			3,733,810			1,007,491			1,243,757			1,506,718			1,617,322
Purchased		156,526			568,264			20,081			21,012			9,300			25,965			4,122			3,157			8,069			16,440
Transferred between Sub-Accounts and Fixed Accumulation Account		280,579			708,320			(918,772	)		(892,099	)		(255,118	)		(589,666	)		(76,591	)		(140,722	)		(13,306	)		38,721
Withdrawn, Surrendered and Annuitized		(604,769	)		(450,613	)		(493,045	)		(648,603	)		(368,005	)		(322,742	)		(103,319	)		(98,701	)		(112,832	)		(165,765	)
End of year		6,745,856			6,913,520			4,056,460			5,448,196			2,233,544			2,847,367			831,703			1,007,491			1,388,649			1,506,718

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	AN2						AN3						AN4						AN5						CS1
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(29,195	)	$	(36,371	)	$	(75,423	)	$	(332,109	)	$	(107,922	)	$	(70,618	)	$	(32,693	)	$	(28,061	)	$	(8,042	)	$	(13,322	)
Net realized gains (losses)		24,731			156,587			2,802,707			450,067			798,065			390,727			231,019			106,554			69,445			(34,402	)
Net unrealized gains (losses)		41,420			(104,598	)		(1,552,866	)		3,980,470			978,834			810,237			(153,994	)		212,580			252,731			292,637
Increase (Decrease) in net assets from operations	$	36,956		$	15,618		$	1,174,418		$	4,098,428		$	1,668,977		$	1,130,346		$	44,332		$	291,073		$	314,134		$	244,913
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	23,960		$	84,289		$	277,663		$	655,705		$	74,444		$	97,207		$	21,914		$	11,498		$	370		$	1,045
Net transfers between Sub-Accounts and Fixed Account		45,011			(685,741	)		(963,228	)		610,724			3,724,408			1,702,760			452,687			1,508,304			130,671			181,549
Withdrawals, surrenders, annuitizations and contract charges		(102,721	)		(131,875	)		(8,249,609	)		(5,171,691	)		(567,950	)		(416,949	)		(237,577	)		(80,552	)		(113,808	)		(211,810	)
Net accumulation activity	$	(33,750	)	$	(733,327	)	$	(8,935,174	)	$	(3,905,262	)	$	3,230,902		$	1,383,018		$	237,024		$	1,439,250		$	17,233		$	(29,216	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	(6,863	)	$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			(989	)		(668	)		(6,774	)		(4,490	)		(1,671	)		(687	)		(3,807	)		(2,816	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		-			-			(314	)		4,287			(680	)		(255	)		(397	)		5,232			(872	)		(622	)
Net annuitization activity	$	-		$	-		$	(1,303	)	$	(3,244	)	$	(7,454	)	$	(4,745	)	$	(2,068	)	$	4,545		$	(4,679	)	$	(3,438	)
Increase (Decrease) in net assets from
Participan owner transactions	$	(33,750	)	$	(733,327	)	$	(8,936,477	)	$	(3,908,506	)	$	3,223,448		$	1,378,273		$	234,956		$	1,443,795		$	12,554		$	(32,654	)
Increase (Decrease) in net assets	$	3,206		$	(717,709	)	$	(7,762,059	)	$	189,922		$	4,892,425		$	2,508,619		$	279,288		$	1,734,868		$	326,688		$	212,259
Net Assets:
Beginning of year	$	2,100,054		$	2,817,763		$	46,251,629		$	46,061,707		$	6,619,081		$	4,110,462		$	2,844,332		$	1,109,464		$	1,256,470		$	1,044,211
End of year	$	2,103,260		$	2,100,054		$	38,489,570		$	46,251,629		$	11,511,506		$	6,619,081		$	3,123,620		$	2,844,332		$	1,583,158		$	1,256,470
Unit Transactions:
Beginning of year		281,520			396,141			4,469,640			4,877,794			465,307			351,603			264,939			116,800			80,296			82,222
Purchased		3,458			10,208			25,929			61,222			4,851			6,689			1,941			1,053						70
Transferred between Sub-Accounts and Fixed Accumulation Account		12,046			(104,903	)		(84,976	)		71,264			248,715			142,262			34,886			155,819			9,416			12,100
Withdrawn, Surrendered and Annuitized		(15,487	)		(19,926	)		(795,352	)		(540,640	)		(39,065	)		(35,247	)		(23,587	)		(8,733	)		(7,865	)		(14,096	)
End of year		281,537			281,520			3,615,241			4,469,640			679,808			465,307			278,179			264,939			81,847			80,296

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	CS2						CS3						CS4						FL1						FL2
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(2,834	)	$	(2,111	)	$	(5,769	)	$	(6,415	)	$	(26,561	)	$	(27,313	)	$	(575,017	)	$	(403,363	)	$	(89,584	)	$	(38,610	)
Net realized gains (losses)		(39,899	)		(71,860	)		(74,226	)		(52,055	)		77,368			111,195			2,079,526			930,705			932,596			625,993
Net unrealized gains (losses)		118,998			139,586			134,509			125,987			(144,006	)		61,356			4,233,316			3,503,984			588,534			409,493
Increase (Decrease) in net assets from operations	$	76,265		$	65,615		$	54,514		$	67,517		$	(93,199	)	$	145,238		$	5,737,825		$	4,031,326		$	1,431,546		$	996,876
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	204		$	-		$	750		$	3,875		$	4,521		$	3,225		$	412,829		$	1,150,455		$	43,047		$	206,978
Net transfers between Sub-Accounts and Fixed Account		(18,655	)		(57,543	)		9,288			69,394			61,037			948,163			7,421,916			8,195,023			(721,404	)		346,185
Withdrawals, surrenders, annuitizations and contract charges		(44,892	)		(53,164	)		(107,651	)		(28,632	)		(395,293	)		(251,516	)		(3,450,744	)		(2,108,146	)		(861,127	)		(913,498	)
Net accumulation activity	$	(63,343	)	$	(110,707	)	$	(97,613	)	$	44,637		$	(329,735	)	$	699,872		$	4,384,001		$	7,237,332		$	(1,539,484	)	$	(360,335	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(130	)		(116	)		(1,123	)		(989	)		(221	)		(220	)		(2,672	)		(1,714	)		-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(20	)		(17	)		(616	)		(561	)		(28	)		(69	)		(613	)		(300	)		-			-
Net annuitization activity	$	(150	)	$	(133	)	$	(1,739	)	$	(1,550	)	$	(249	)	$	(289	)	$	(3,285	)	$	(2,014	)	$	-		$	-
Increase (Decrease) in net assets from
Participan owner transactions	$	(63,493	)	$	(110,840	)	$	(99,352	)	$	43,087		$	(329,984	)	$	699,583		$	4,380,716		$	7,235,318		$	(1,539,484	)	$	(360,335	)
Increase (Decrease) in net assets	$	12,772		$	(45,225	)	$	(44,838	)	$	110,604		$	(423,183	)	$	844,821		$	10,118,541		$	11,266,644		$	(107,938	)	$	636,541
Net Assets:
Beginning of year	$	526,411		$	571,636		$	492,597		$	381,993		$	2,146,797		$	1,301,976		$	35,659,207		$	24,392,563		$	9,479,881		$	8,843,340
End of year	$	539,183		$	526,411		$	447,759		$	492,597		$	1,723,614		$	2,146,797		$	45,777,748		$	35,659,207		$	9,371,943		$	9,479,881
Unit Transactions:
Beginning of year		53,306			65,412			45,514			41,071			191,347			117,857			2,876,581			2,230,010			931,307			975,952
Purchased								84			478			474			326			31,399			95,329			4,372			16,167
Transferred between Sub-Accounts and Fixed Accumulation Account		(1,647	)		(6,221	)		742			7,102			6,116			89,862			583,198			734,013			(67,804	)		29,345
Withdrawn, Surrendered and Annuitized		(4,341	)		(5,885	)		(10,014	)		(3,137	)		(37,938	)		(16,698	)		(264,984	)		(182,771	)		(81,122	)		(90,157	)
End of year		47,318			53,306			36,326			45,514			159,999			191,347			3,226,194			2,876,581			786,753			931,307

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	FL3						FTG						FTI						GS2						GS3
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(846,895	)	$	(935,306	)	$	(31,828	)	$	(20,612	)	$	(20,390	)	$	(19,088	)	$	(75,044	)	$	(81,013	)	$	(106,731	)	$	(49,389	)
Net realized gains (losses)		1,547,373			357,705			198,638			95,121			406,370			224,975			1,046,020			957,468			196,408			(159,075	)
Net unrealized gains (losses)		1,642,680			1,388,147			281,664			461,601			117,478			448,462			(708,370	)		68,530			571,248			2,148,050
Increase (Decrease) in net assets from operations	$	2,343,158		$	810,546		$	448,474		$	536,110		$	503,458		$	654,349		$	262,606		$	944,985		$	660,925		$	1,939,586
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	1,349,983		$	4,315,648		$	61,802		$	104,907		$	106,570		$	243,593		$	88,388		$	22,966		$	274,662		$	211,200
Net transfers between Sub-Accounts and Fixed Account		(825,751	)		11,305,872			1,955,804			2,886,944			1,706,323			1,355,538			655,153			(1,135,119	)		(560,618	)		505,845
Withdrawals, surrenders, annuitizations and contract charges		(5,736,002	)		(6,831,347	)		(549,664	)		(80,073	)		(808,635	)		(260,472	)		(896,329	)		(678,978	)		(1,992,983	)		(1,458,874	)
Net accumulation activity	$	(5,211,770	)	$	8,790,173		$	1,467,942		$	2,911,778		$	1,004,258		$	1,338,659		$	(152,788	)	$	(1,791,131	)	$	(2,278,939	)	$	(741,829	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	27,188
Annuity payments and contract charges		(5,616	)		(5,610	)		(1,075	)		(117	)		-			-			(1,274	)		(1,177	)		(28,487	)		(25,652	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		142			(3,813	)		(227	)		111			-			-			(612	)		(1,009	)		118,370			(6,256	)
Net annuitization activity	$	(5,474	)	$	(9,423	)	$	(1,302	)	$	(6	)	$	-		$	-		$	(1,886	)	$	(2,186	)	$	89,883		$	(4,720	)
Increase (Decrease) in net assets from contract
owner transactions	$	(5,217,244	)	$	8,780,750		$	1,466,640		$	2,911,772		$	1,004,258		$	1,338,659		$	(154,674	)	$	(1,793,317	)	$	(2,189,056	)	$	(746,549	)
Increase (Decrease) in net assets	$	(2,874,086	)	$	9,591,296		$	1,915,114		$	3,447,882		$	1,507,716		$	1,993,008		$	107,932		$	(848,332	)	$	(1,528,131	)	$	1,193,037
Net Assets:
Beginning of year	$	68,251,070		$	58,659,774		$	4,826,714		$	1,378,832		$	4,833,764		$	2,840,756		$	6,663,954		$	7,512,286		$	16,491,554		$	15,298,517
End of year	$	65,376,984		$	68,251,070		$	6,741,828		$	4,826,714		$	6,341,480		$	4,833,764		$	6,771,886		$	6,663,954		$	14,963,423		$	16,491,554
Unit Transactions:
Beginning of year		7,870,040			6,986,042			307,055			100,517			305,720			209,950			421,700			537,797			1,604,359			1,694,905
Purchased		149,615			375,431			3,875			7,478			6,680			17,325			5,698			1,852			31,492			21,530
Transferred between Sub-Accounts and Fixed Accumulation Account		(107,063	)		1,391,299			123,503			204,655			105,820			96,787			41,445			(70,256	)		(63,786	)		45,890
Withdrawn, Surrendered and Annuitized		(685,317	)		(882,732	)		(33,792	)		(5,595	)		(49,117	)		(18,342	)		(55,956	)		(47,693	)		(197,763	)		(157,966	)
End of year		7,227,275			7,870,040			400,641			307,055			369,103			305,720			412,887			421,700			1,374,302			1,604,359

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	GS4						GS5						GS7						IV1						IV2
	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			Yea Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	10,945		$	9,493		$	(94,270	)	$	(16,789	)	$	(43,332	)	$	(23,670	)	$	(30,408	)	$	(26,979	)	$	(56,906	)	$	(50,286	)
Net realized gains (losses)		187,446			2,841			8,249			(449,393	)		195,692			27,037			168,246			175,707			168,053			61,232
Net unrealized gains (losses)		(40,868	)		1,000,672			979,422			1,401,435			(141,929	)		284,761			42,058			93,378			37,485			432,182
Increase (Decrease) in net assets from operations	$	157,523		$	1,013,006		$	893,401		$	935,253		$	10,431		$	288,128		$	179,896		$	242,106		$	148,632		$	443,128
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	21,939		$	29,198		$	67,007		$	9,557		$	16,402		$	32,310		$	8,524		$	38,865		$	17,022		$	127,182
Net transfers between Sub-Accounts and Fixed Account		610,238			576,100			(1,320,023	)		964,242			(442,436	)		899,639			(45,837	)		(80,997	)		117,647			246,651
Withdrawals, surrenders, annuitizations and contract charges		(1,166,095	)		(561,673	)		(854,248	)		(641,356	)		(690,867	)		(185,371	)		(142,030	)		(161,652	)		(261,566	)		(182,982	)
Net accumulation activity	$	(533,918	)	$	43,625		$	(2,107,264	)	$	332,443		$	(1,116,901	)	$	746,578		$	(179,343	)	$	(203,784	)	$	(126,897	)	$	190,851
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			(2,760	)		(2,509	)		-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(1	)		-			(796	)		(702	)		-						-			-			-			-
Net annuitization activity	$	(1	)	$	-		$	(3,556	)	$	(3,211	)	$	-		$	-		$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from
Participan owner transactions	$	(533,919	)	$	43,625		$	(2,110,820	)	$	329,232		$	(1,116,901	)	$	746,578		$	(179,343	)	$	(203,784	)	$	(126,897	)	$	190,851
Increase (Decrease) in net assets	$	(376,396	)	$	1,056,631		$	(1,217,419	)	$	1,264,485		$	(1,106,470	)	$	1,034,706		$	553		$	38,322		$	21,735		$	633,979
Net Assets:
Beginning of year	$	7,051,742		$	5,995,111		$	9,614,462		$	8,349,977		$	4,134,445		$	3,099,739		$	2,087,945		$	2,049,623		$	3,776,289		$	3,142,310
End of year	$	6,675,346		$	7,051,742		$	8,397,043		$	9,614,462		$	3,027,975		$	4,134,445		$	2,088,498		$	2,087,945		$	3,798,024		$	3,776,289
Unit Transactions:
Beginning of year		643,199			642,298			993,729			965,025			444,078			351,482			236,847			265,834			390,021			367,540
Purchased		1,950			2,715			6,332			987			1,957			2,678			989			3,512			1,479			11,356
Transferred between Sub-Accounts and Fixed Accumulation Account		59,619			55,683			(145,435	)		101,323			(39,865	)		110,965			(8,696	)		(11,567	)		12,908			32,663
Withdrawn, Surrendered and Annuitized		(106,342	)		(57,497	)		(83,468	)		(73,606	)		(79,740	)		(21,047	)		(16,516	)		(20,932	)		(28,627	)		(21,538	)
End of year		598,426			643,199			771,158			993,729			326,430			444,078			212,624			236,847			375,781			390,021

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	JP1						JP2						JP3						LA1						LA2
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(13,158	)	$	(73,188	)	$	(23,718	)	$	(39,144	)	$	(91,860	)	$	(84,388	)	$	(1,034,008	)	$	(1,145,654	)	$	(1,169,831	)	$	(1,108,282	)
Net realized gains (losses)		(463,620	)		(386,078	)		55,318			(157,281	)		1,007,920			3,597			14,746,624			3,529,477			10,706,605			4,071,580
Net unrealized gains (losses)		433,813			1,243,005			345,620			915,899			(810,627	)		1,406,865			(11,040,394	)		16,266,934			(2,772,631	)		15,676,675
Increase (Decrease) in net assets from operations	$	(42,965	)	$	783,739		$	377,220		$	719,474		$	105,433		$	1,326,074		$	2,672,222		$	18,650,757		$	6,764,143		$	18,639,973
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	116,089		$	22,912		$	27,568		$	4,170		$	18,394		$	51,682		$	2,200,942		$	6,733,293		$	1,788,758		$	4,963,186
Net transfers between Sub-Accounts and Fixed Account		(562,527	)		(1,266,600	)		(157,484	)		(278,841	)		8,576			213,025			3,741,624			11,446,257			5,352,429			8,548,724
Withdrawals, surrenders, annuitizations and contract charges		(1,572,361	)		(868,616	)		(847,991	)		(415,022	)		(795,472	)		(442,779	)		(17,591,187	)		(14,123,562	)		(10,081,227	)		(6,463,542	)
Net accumulation activity	$	(2,018,799	)	$	(2,112,304	)	$	(977,907	)	$	(689,693	)	$	(768,502	)	$	(178,072	)	$	(11,648,621	)	$	4,055,988		$	(2,940,040	)	$	7,048,368
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(16,569	)		(16,034	)		(1,931	)		(2,530	)		(299	)		(654	)		(54,317	)		(32,370	)		(17,796	)		(15,600	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		87,573			(1,330	)		(361	)		(465	)		(55	)		(340	)		(1,104	)		(2,406	)		48			5,816
Net annuitization activity	$	71,004		$	(17,364	)	$	(2,292	)	$	(2,995	)	$	(354	)	$	(994	)	$	(55,421	)	$	(34,776	)	$	(17,748	)	$	(9,784	)
Increase (Decrease) in net assets from
Participan owner transactions	$	(1,947,795	)	$	(2,129,668	)	$	(980,199	)	$	(692,688	)	$	(768,856	)	$	(179,066	)	$	(11,704,042	)	$	4,021,212		$	(2,957,788	)	$	7,038,584
Increase (Decrease) in net assets	$	(1,990,760	)	$	(1,345,929	)	$	(602,979	)	$	26,786		$	(663,423	)	$	1,147,008		$	(9,031,820	)	$	22,671,969		$	3,806,355		$	25,678,557
Net Assets:
Beginning of year	$	10,721,269		$	12,067,198		$	4,893,824		$	4,867,038		$	6,626,292		$	5,479,284		$	188,671,788		$	165,999,819		$	104,214,749		$	78,536,192
End of year	$	8,730,509		$	10,721,269		$	4,290,845		$	4,893,824		$	5,962,869		$	6,626,292		$	179,639,968		$	188,671,788		$	108,021,104		$	104,214,749
Unit Transactions:
Beginning of year		1,162,485			1,418,266			496,484			573,871			511,581			526,385			14,554,694			14,220,415			7,462,770			6,889,740
Purchased		12,544			2,591			2,658			465			1,296			5,389			168,708			542,680			125,223			394,458
Transferred between Sub-Accounts and Fixed Accumulation Account		(65,556	)		(159,810	)		(12,112	)		(31,429	)		8,451			13,127			278,528			953,042			385,935			707,709
Withdrawn, Surrendered and Annuitized		(168,559	)		(98,562	)		(86,663	)		(46,423	)		(62,594	)		(33,320	)		(1,380,729	)		(1,161,443	)		(709,026	)		(529,137	)
End of year		940,914			1,162,485			400,367			496,484			458,734			511,581			13,621,201			14,554,694			7,264,902			7,462,770

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	LA3						CAS						EGS						GSS						HYS
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(62,762	)	$	(37,219	)	$	(99,223	)	$	(185,213	)	$	(317,203	)	$	(367,117	)	$	1,231,875		$	2,013,027		$	1,659,678		$	1,734,071
Net realized gains (losses)		569,206			174,990			(702,739	)		(1,509,131	)		(687,471	)		(2,428,035	)		(416,442	)		(275,654	)		432,165			153,249
Net unrealized gains (losses)		484,349			400,015			642,165			2,870,078			2,468,875			5,264,283			(502,032	)		(696,342	)		(1,992,168	)		137,451
Increase (Decrease) in net assets from operations	$	990,793		$	537,786		$	(159,797	)	$	1,175,734		$	1,464,201		$	2,469,131		$	313,401		$	1,041,031		$	99,675		$	2,024,771
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	17,326		$	20,182		$	62,795		$	83,561		$	121,580		$	119,041		$	371,357		$	533,299		$	124,110		$	172,833
Net transfers between Sub-Accounts and Fixed Account		776,214			1,584,757			(1,763,803	)		(12,354	)		(1,918,708	)		(2,046,582	)		(2,028,305	)		(7,996,435	)		(3,262,638	)		(2,326,068	)
Withdrawals, surrenders, annuitizations and contract charges		(323,098	)		(197,379	)		(1,235,733	)		(1,494,633	)		(3,009,626	)		(2,955,127	)		(6,660,829	)		(7,804,472	)		(3,409,939	)		(2,562,609	)
Net accumulation activity	$	470,442		$	1,407,560		$	(2,936,741	)	$	(1,423,426	)	$	(4,806,754	)	$	(4,882,668	)	$	(8,317,777	)	$	(15,267,608	)	$	(6,548,467	)	$	(4,715,844	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	13,492		$	-		$	22,510		$	-		$	-		$	-		$	7,457
Annuity payments and contract charges		(1,679	)		-			(7,686	)		(7,529	)		(16,534	)		(16,381	)		(10,499	)		(10,583	)		(12,683	)		(14,594	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(233	)		-			18,612			(1,114	)		30,142			(2,774	)		(598	)		(900	)		(1,248	)		(1,977	)
Net annuitization activity	$	(1,912	)	$	-		$	10,926		$	4,849		$	13,608		$	3,355		$	(11,097	)	$	(11,483	)	$	(13,931	)	$	(9,114	)
Increase (Decrease) in net assets from participant owner transactions	$	468,530		$	1,407,560		$	(2,925,815	)	$	(1,418,577	)	$	(4,793,146	)	$	(4,879,313	)	$	(8,328,874	)	$	(15,279,091	)	$	(6,562,398	)	$	(4,724,958	)
Increase (Decrease) in net assets	$	1,459,323		$	1,945,346		$	(3,085,612	)	$	(242,843	)	$	(3,328,945	)	$	(2,410,182	)	$	(8,015,473	)	$	(14,238,060	)	$	(6,462,723	)	$	(2,700,187	)
Net Assets:
Beginning of year	$	3,909,396		$	1,964,050		$	13,659,827		$	13,902,670		$	24,693,466		$	27,103,648		$	40,625,793		$	54,863,853		$	26,416,955		$	29,117,142
End of year	$	5,368,719		$	3,909,396		$	10,574,215		$	13,659,827		$	21,364,521		$	24,693,466		$	32,610,320		$	40,625,793		$	19,954,232		$	26,416,955
Unit Transactions:
Beginning of year		358,522			213,445			1,891,535			2,125,014			3,432,360			4,195,519			3,177,865			4,388,719			2,128,350			2,531,621
Purchased		1,444			1,602			7,059			13,218			15,888			19,908			28,463			42,269			9,733			15,031
Transferred between Sub-Accounts and Fixed
Accumulation Account		57,983			163,082			(259,778	)		(19,011	)		(277,382	)		(343,444	)		(158,510	)		(638,388	)		(268,412	)		(199,691	)
Withdrawn, Surrendered and Annuitized		(28,265	)		(19,607	)		(175,719	)		(227,686	)		(395,997	)		(439,623	)		(519,202	)		(614,735	)		(273,407	)		(218,611	)
End of year		389,684			358,522			1,463,097			1,891,535			2,774,869			3,432,360			2,528,616			3,177,865			1,596,264			2,128,350

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	M1A						M1B						MFC						MFD						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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(709,448	)	$	(718,931	)	$	(122,490	)	$	(159,349	)	$	989,919		$	950,532		$	(21,888	)	$	(29,744	)	$	(57,566	)	$	18,844
Net realized gains (losses)		2,155,270			1,148,181			104,916			18,506			3,467			582,246			70,563			10,810			817,705			298,733
Net unrealized gains (losses)		(106,009	)		1,974,239			249,063			891,136			(1,009,417	)		(438,839	)		(87,153	)		179,683			484,564			1,454,808
Increase (Decrease) in net assets from operations	$	1,339,813		$	2,403,489		$	231,489		$	750,293		$	(16,031	)	$	1,093,939		$	(38,478	)	$	160,749		$	1,244,703		$	1,772,385
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	1,016,621		$	3,967,475		$	105,197		$	216,204		$	137,730		$	183,868		$	20,349		$	178,441		$	103,920		$	122,429
Net transfers between Sub-Accounts and Fixed Account		(1,788,335	)		3,135,627			(498,141	)		(967,521	)		(1,568,586	)		(894,255	)		(381,136	)		316,887			912,328			416,884
Withdrawals, surrenders, annuitizations and contract charges		(3,829,655	)		(3,871,856	)		(856,397	)		(650,032	)		(1,257,520	)		(974,264	)		(234,917	)		(219,789	)		(1,208,373	)		(740,907	)
Net accumulation activity	$	(4,601,369	)	$	3,231,246		$	(1,249,341	)	$	(1,401,349	)	$	(2,688,376	)	$	(1,684,651	)	$	(595,704	)	$	275,539		$	(192,125	)	$	(201,594	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(4,665	)		(4,653	)		-			-			-			-			-			-			(69	)		(55	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		861			509			-			-			-			-			-			-			(4	)		(4	)
Net annuitization activity	$	(3,804	)	$	(4,144	)	$	-		$	-		$	-		$	-		$	-		$	-		$	(73	)	$	(59	)
Increase (Decrease) in net assets from participant owner transactions	$	(4,605,173	)	$	3,227,102		$	(1,249,341	)	$	(1,401,349	)	$	(2,688,376	)	$	(1,684,651	)	$	(595,704	)	$	275,539		$	(192,198	)	$	(201,653	)
Increase (Decrease) in net assets	$	(3,265,360	)	$	5,630,591		$	(1,017,852	)	$	(651,056	)	$	(2,704,407	)	$	(590,712	)	$	(634,182	)	$	436,288		$	1,052,505		$	1,570,732
Net Assets:
Beginning of year	$	46,625,744		$	40,995,153		$	10,664,342		$	11,315,398		$	16,139,308		$	16,730,020		$	2,141,711		$	1,705,423		$	8,083,886		$	6,513,154
End of year	$	43,360,384		$	46,625,744		$	9,646,490		$	10,664,342		$	13,434,901		$	16,139,308		$	1,507,529		$	2,141,711		$	9,136,391		$	8,083,886
Unit Transactions:
Beginning of year		4,509,615			4,285,431			1,147,235			1,302,763			1,255,887			1,401,637			228,056			203,868			683,728			711,851
Purchased		99,719			324,022			10,921			22,378			10,566			14,914			2,177			14,529			7,418			11,891
Transferred between Sub-Accounts and Fixed
Accumulation Account		(174,889	)		334,508			(55,873	)		(103,975	)		(127,527	)		(81,304	)		(43,895	)		35,125			68,002			33,674
Withdrawn, Surrendered and Annuitized		(390,597	)		(434,346	)		(93,013	)		(73,931	)		(98,429	)		(79,360	)		(26,485	)		(25,466	)		(92,682	)		(73,688	)
End of year		4,043,848			4,509,615			1,009,270			1,147,235			1,040,497			1,255,887			159,853			228,056			666,466			683,728

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	MFF						MFJ						MFK						MFL						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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(37,715	)	$	(39,572	)	$	588,780		$	511,958		$	770,852		$	1,211,197		$	(40,988	)	$	(45,354	)	$	(240,964	)	$	(422,072	)
Net realized gains (losses)		105,555			52,761			3,519,715			946,894			(349,311	)		(371,695	)		159,019			75,501			(1,602,763	)		(3,259,913	)
Net unrealized gains (losses)		101,248			261,141			(3,312,047	)		5,152,635			(301,556	)		(224,593	)		230,153			525,094			2,444,966			5,731,349
Increase (Decrease) in net assets from operations	$	169,088		$	274,330		$	796,448		$	6,611,487		$	119,985		$	614,909		$	348,184		$	555,241		$	601,239		$	2,049,364
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	18,007		$	132,334		$	1,638,231		$	15,979,343		$	576,309		$	1,104,518		$	85,414		$	309,493		$	270,492		$	141,584
Net transfers between Sub-Accounts and Fixed Account		(179,705	)		90,511			(213,763	)		3,660,923			(1,238,079	)		(6,223,428	)		57,787			(461,493	)		(2,813,214	)		(2,634,514	)
Withdrawals, surrenders, annuitizations and contract charges		(180,390	)		(499,469	)		(6,309,419	)		(8,706,239	)		(3,197,219	)		(4,372,353	)		(488,694	)		(618,167	)		(3,525,438	)		(2,712,243	)
Net accumulation activity	$	(342,088	)	$	(276,624	)	$	(4,884,951	)	$	10,934,027		$	(3,858,989	)	$	(9,491,263	)	$	(345,493	)	$	(770,167	)	$	(6,068,160	)	$	(5,205,173	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	18,950		$	-		$	-
Annuity payments and contract charges		-			-			(28,477	)		(27,368	)		(847	)		(857	)		(4,198	)		(4,048	)		(8,313	)		(8,674	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		-			-			(1,884	)		(2,606	)		(36	)		(47	)		(219	)		(163	)		(997	)		(1,061	)
Net annuitization activity	$	-		$	-		$	(30,361	)	$	(29,974	)	$	(883	)	$	(904	)	$	(4,417	)	$	14,739		$	(9,310	)	$	(9,735	)
Increase (Decrease) in net assets from participant owner transactions	$	(342,088	)	$	(276,624	)	$	(4,915,312	)	$	10,904,053		$	(3,859,872	)	$	(9,492,167	)	$	(349,910	)	$	(755,428	)	$	(6,077,470	)	$	(5,214,908	)
Increase (Decrease) in net assets	$	(173,000	)	$	(2,294	)	$	(4,118,864	)	$	17,515,540		$	(3,739,887	)	$	(8,877,258	)	$	(1,726	)	$	(200,187	)	$	(5,476,231	)	$	(3,165,544	)
Net Assets:
Beginning of year	$	2,851,183		$	2,853,477		$	80,195,913		$	62,680,373		$	27,798,546		$	36,675,804		$	6,549,300		$	6,749,487		$	29,345,425		$	32,510,969
End of year	$	2,678,183		$	2,851,183		$	76,077,049		$	80,195,913		$	24,058,659		$	27,798,546		$	6,547,574		$	6,549,300		$	23,869,194		$	29,345,425
Unit Transactions:
Beginning of year		296,488			334,738			6,635,879			5,722,681			2,514,641			3,381,658			641,452			716,658			4,227,994			5,040,025
Purchased		1,764			10,040			134,873			1,402,637			51,982			105,053			8,239			27,424			38,439			20,025
Transferred between Sub-Accounts and Fixed
Accumulation Account		(23,091	)		4,342			(22,333	)		312,983			(115,678	)		(572,473	)		3,135			(42,506	)		(403,521	)		(431,731	)
Withdrawn, Surrendered and Annuitized		(18,635	)		(52,632	)		(516,941	)		(802,422	)		(284,556	)		(399,597	)		(47,875	)		(60,124	)		(526,020	)		(400,325	)
End of year		256,526			296,488			6,231,478			6,635,879			2,166,389			2,514,641			604,951			641,452			3,336,892			4,227,994

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	MIT						MMS						NWD						TRS						UTS
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005				2004
Operations:
Net investment income (loss)	$	(113,681	)	$	(111,916	)	$	38,558		$	(19,773	)	$	(526,186	)	$	(564,828	)	$	601,338		$	558,013		$	(148,652	)	$	150,290
Net realized gains (losses)		(694,909	)		(1,506,754	)		-			-			1,719,976			(395,977	)		2,223,296			343,916			367,254			(1,837,513	)
Net unrealized gains (losses)		2,122,033			4,078,396			-			-			(79,703	)		3,236,155			(2,074,796	)		4,073,923			4,570,683			9,082,133
Increase (Decrease) in net assets from operations	$	1,313,443		$	2,459,726		$	38,558		$	(19,773	)	$	1,114,087		$	2,275,350		$	749,838		$	4,975,852		$	4,789,285		$	7,394,910
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	102,644		$	360,869		$	120,955		$	236,327		$	323,572		$	353,006		$	288,079		$	587,570		$	287,282		$	358,591
Net transfers between Sub-Accounts and Fixed Account		(1,758,858	)		(1,706,418	)		(214,523	)		1,376,033			(2,337,787	)		1,738,247			1,606,954			22,228			1,395,944			(292,544	)
Withdrawals, surrenders, annuitizations and contract charges		(3,188,439	)		(2,668,011	)		(1,096,844	)		(1,389,106)			(4,075,010	)		(3,208,108	)		(8,011,683	)		(5,591,650	)		(4,998,179)			(3,467,879	)
Net accumulation activity	$	(4,844,653	)	$	(4,013,560	)	$	(1,190,412	)	$	223,254		$	(6,089,225	)	$	(1,116,855	)	$	(6,116,650	)	$	(4,981,852	)	$	(3,314,953)		$	(3,401,832	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	7,972
Annuity payments and contract charges		(17,696	)		(16,028	)		-			-			(4,104	)		(3,431	)		(31,907	)		(11,568	)		(91,802	)		(59,380	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(2,839	)		(4,688	)		-			-			(2,291	)		2,313			(1,300	)		(1,842	)		704,435			(6,696	)
Net annuitization activity	$	(20,535	)	$	(20,716	)	$	-		$	-		$	(6,395	)	$	(1,118	)	$	(33,207	)	$	(13,410	)	$	612,633		$	(58,104	)
Increase (Decrease) in net assets from participant owner transactions	$	(4,865,188	)	$	(4,034,276	)	$	(1,190,412	)	$	223,254		$	(6,095,620	)	$	(1,117,973	)	$	(6,149,857	)	$	(4,995,262	)	$	(2,702,320	)	$	(3,459,936	)
Increase (Decrease) in net assets	$	(3,551,745	)	$	(1,574,550	)	$	(1,151,854	)	$	203,481		$	(4,981,533	)	$	1,157,377		$	(5,400,019	)	$	(19,410	)	$	2,086,965		$	3,934,974
Net Assets:
Beginning of year	$	25,813,920		$	27,388,470		$	3,575,629		$	3,372,148		$	40,726,503		$	39,569,126		$	53,629,734		$	53,649,144		$	32,174,241		$	28,239,267
End of year	$	22,262,175		$	25,813,920		$	2,423,775		$	3,575,629		$	35,744,970		$	40,726,503		$	48,229,715		$	53,629,734		$	34,261,206		$	32,174,241
Unit Transactions:
Beginning of year		2,926,859			3,429,237			318,670			298,820			4,180,165			4,304,375			4,027,577			4,431,211			2,734,745			3,072,250
Purchased		11,294			42,994			10,689			21,064			36,659			38,993			21,419			45,836			20,721			35,916
Transferred between Sub-Accounts and Fixed
Accumulation Account		(204,664	)		(218,441	)		(18,949	)		118,956			(247,302	)		178,579			120,852			1,674			110,107			(23,724	)
Withdrawn, Surrendered and Annuitized		(358,259	)		(326,931	)		(97,174	)		(120,170	)		(429,201	)		(341,782	)		(605,090	)		(451,144	)		(395,926	)		(349,697	)
End of year		2,375,230			2,926,859			213,236			318,670			3,540,321			4,180,165			3,564,758			4,027,577			2,469,647			2,734,745

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	OP1						OP2						OP3						OP4						PHY
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(49,456	)	$	(21,109	)	$	(129,420	)	$	(123,090	)	$	(38,464	)	$	(44,176	)	$	(1,456	)	$	2,316		$	3,940,295		$	3,658,840
Net realized gains (losses)		83,183			16,652			512,148			1,702,924			438,596			121,566			74,538			18,540			1,628,658			1,473,132
Net unrealized gains (losses)		231,412			534,360			825,114			(117,899	)		(464,637	)		407,327			(22,035	)		125,242			(3,683,435	)		450,050
Increase (Decrease) in net assets from operations	$	265,139		$	529,903		$	1,207,842		$	1,461,935		$	(64,505)		$	484,717		$	51,047		$	146,098		$	1,885,518		$	5,582,022
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	21,331		$	37,207		$	34,061		$	19,030		$	16,375		$	13,945		$	1,039		$	27,779		$	1,783,483		$	6,311,949
Net transfers between Sub-Accounts and Fixed Account		(197,603	)		(393,084	)		(610,089	)		(473,423	)		(171,690	)		(638,471	)		(80,489	)		(129,501	)		6,182,014			7,419,254
Withdrawals, surrenders, annuitizations and contract charges		(574,538	)		(706,358	)		(862,097	)		(973,566	)		(276,292	)		(372,136	)		(342,598	)		(217,949	)		(7,511,145	)		(5,564,794	)
Net accumulation activity	$	(750,810	)	$	(1,062,235	)	$	(1,438,125	)	$	(1,427,959	)	$	(431,607	)	$	(996,662	)	$	(422,048	)	$	(319,671	)	$	454,352		$	8,166,409
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	25,362		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(6,083	)		(5,782	)		(14,347	)		(12,371	)		(3,178	)		(3,205	)		-			-			(6,704	)		(6,672	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		42,053			(296	)		(2,073	)		(1,943	)		(379	)		(1,020	)		-			-			735			438
Net annuitization activity	$	35,970		$	(6,078	)	$	(16,420	)	$	11,048		$	(3,557	)	$	(4,225	)	$	-		$	-		$	(5,969	)	$	(6,234	)
Increase (Decrease) in net assets from participant owner transactions	$	(714,840	)	$	(1,068,313	)	$	(1,454,545	)	$	(1,416,911	)	$	(435,164	)	$	(1,000,887	)	$	(422,048	)	$	(319,671	)	$	448,383		$	8,160,175
Increase (Decrease) in net assets	$	(449,701	)	$	(538,410	)	$	(246,703	)	$	45,024		$	(499,669	)	$	(516,170	)	$	(371,001	)	$	(173,573	)	$	2,333,901		$	13,742,197
Net Assets:
Beginning of year	$	5,452,107		$	5,990,517		$	9,290,313		$	9,245,289		$	3,170,666		$	3,686,836		$	1,724,996		$	1,898,569		$	79,762,456		$	66,020,259
End of year	$	5,002,406		$	5,452,107		$	9,043,610		$	9,290,313		$	2,670,997		$	3,170,666		$	1,353,995		$	1,724,996		$	82,096,357		$	79,762,456
Unit Transactions:
Beginning of year		472,824			572,983			405,762			476,073			173,617			237,694			145,797			175,394			5,662,497			5,046,425
Purchased		1,809			3,553			1,110			970			558			970			43			2,365			120,902			493,023
Transferred between Sub-Accounts and Fixed
Accumulation Account		(17,333	)		(37,625	)		(25,316	)		(24,924	)		(9,596	)		(41,906	)		(6,817	)		(15,515	)		429,389			548,108
Withdrawn, Surrendered and Annuitized		(49,230	)		(66,087	)		(37,302	)		(46,357	)		(17,344	)		(23,141	)		(28,839	)		(16,447	)		(527,033	)		(425,059	)
End of year		408,070			472,824			344,254			405,762			147,235			173,617			110,184			145,797			5,685,755			5,662,497

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	PMB						PRR						PTR						RX1						RX2
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	2,180,696		$	1,324,931		$	257,811		$	(92,272	)	$	1,855,921		$	261,318		$	(13,398	)	$	(18,729	)	$	(29,557	)	$	(53,720	)
Net realized gains (losses)		2,578,617			4,755,996			410,496			737,438			2,040,455			1,816,930			66,894			158,215			198,450			319,380
Net unrealized gains (losses)		727,115			(287,486	)		(550,058	)		587,966			(3,053,475	)		878,511			(23,891	)		11,436			(276,341	)		(211,553	)
Increase (Decrease) in net assets from operations	$	5,486,428		$	5,793,441		$	118,249		$	1,233,132		$	842,901		$	2,956,759		$	29,605		$	150,922		$	(107,448	)	$	54,107
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	1,455,690		$	5,070,024		$	363,870		$	587,414		$	2,253,523		$	10,997,059		$	9,168		$	808		$	28,927		$	77,243
Net transfers between Sub-Accounts and Fixed Account		3,768,731			4,253,619			2,364,599			4,241,308			7,492,889			13,380,049			236,322			(111,007	)		(1,103,971	)		(1,106,725	)
Withdrawals, surrenders, annuitizations and contract charges		(5,758,371	)		(4,234,916	)		(1,942,083	)		(1,398,502	)		(10,550,371	)		(7,725,724	)		(272,865	)		(147,879	)		(469,579	)		(359,829	)
Net accumulation activity	$	(533,950	)	$	5,088,727		$	786,386		$	3,430,220		$	(803,959	)	$	16,651,384		$	(27,375	)	$	(258,078	)	$	(1,544,623	)	$	(1,389,311	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(9,197	)		(7,848	)		(385	)		(603	)		(6,399	)		(6,384	)		-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		868			(1,524	)		(66	)		(1	)		767			411			-			-			-			-
Net annuitization activity	$	(8,329	)	$	(9,372	)	$	(451	)	$	(604	)	$	(5,632	)	$	(5,973	)	$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from participant owner transactions	$	(542,279	)	$	5,079,355		$	785,935		$	3,429,616		$	(809,591	)	$	16,645,411		$	(27,375	)	$	(258,078	)	$	(1,544,623	)	$	(1,389,311	)
Increase (Decrease) in net assets	$	4,944,149		$	10,872,796		$	904,184		$	4,662,748		$	33,310		$	19,602,170		$	2,230		$	(107,156	)	$	(1,652,071	)	$	(1,335,204	)
Net Assets:
Beginning of year	$	61,554,549		$	50,681,753		$	19,484,866		$	14,822,118		$	104,630,759		$	85,028,589		$	1,155,170		$	1,262,326		$	2,922,248		$	4,257,452
End of year	$	66,498,698		$	61,554,549		$	20,389,050		$	19,484,866		$	104,664,069		$	104,630,759		$	1,157,400		$	1,155,170		$	1,270,177		$	2,922,248
Unit Transactions:
Beginning of year		3,755,012			3,397,699			1,673,196			1,364,548			9,586,165			8,040,150			137,931			170,733			330,956			552,205
Purchased		83,923			357,313			30,709			53,243			202,773			1,038,335			1,151			86			3,548			8,403
Transferred between Sub-Accounts and Fixed
Accumulation Account		218,373			284,400			203,961			380,608			679,632			1,239,826			27,924			(12,935	)		(120,849	)		(179,124	)
Withdrawn, Surrendered and Annuitized		(339,053	)		(284,400	)		(165,333	)		(125,203	)		(957,800	)		(732,146	)		(33,022	)		(19,953	)		(61,965	)		(50,528	)
End of year		3,718,255			3,755,012			1,742,533			1,673,196			9,510,770			9,586,165			133,984			137,931			151,690			330,956

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	SB1						SB2						SB3						SB4						SC1
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	(3,938	)	$	(5,856	)	$	(1,189	)	$	438		$	99,374		$	98,358		$	15,426		$	13,459		$	1,078,461		$	(729,013	)
Net realized gains (losses)		12,412			6,188			6,999			4,932			134,345			99,625			98,215			129,714			-			6
Net unrealized gains (losses)		10,646			49,834			22,731			44,602			(200,467	)		(43,630	)		(49,178	)		94,890			-			-
Increase (Decrease) in net assets from operations	$	19,120		$	50,166		$	28,541		$	49,972		$	33,252		$	154,353		$	64,463		$	238,063		$	1,078,461		$	(729,007	)
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	1,538		$	-		$	42		$	-		$	39,305		$	21,259		$	46,244		$	2,400		$	4,135,335		$	8,237,827
Net transfers between Sub-Accounts and Fixed Account		53,322			43,272			7,434			61,392			176,086			27,997			112,522			650,184			2,206,835			24,461,372
Withdrawals, surrenders, annuitizations and contract charges		(91,950	)		(93,308	)		(55,120	)		(58,931	)		(403,534	)		(311,864	)		(655,495	)		(562,217	)		(24,628,971	)		(27,089,415	)
Net accumulation activity	$	(37,090	)	$	(50,036	)	$	(47,644	)	$	2,461		$	(188,143	)	$	(262,608	)	$	(496,729	)	$	90,367		$	(18,286,801	)	$	5,609,784
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	113,170
Annuity payments and contract charges		-			-			-			-			(1,654	)		(1,630	)		(934	)		(926	)		(77,975	)		(72,316	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		-			-			-			-			(459	)		(598	)		(85	)		(157	)		491,251			(119,054	)
Net annuitization activity	$	-		$	-		$	-		$	-		$	(2,113	)	$	(2,228	)	$	(1,019	)	$	(1,083	)	$	413,276		$	(78,200	)
Increase (Decrease) in net assets from contract
owner transactions	$	(37,090	)	$	(50,036	)	$	(47,644	)	$	2,461		$	(190,256	)	$	(264,836	)	$	(497,748	)	$	89,284		$	(17,873,525	)	$	5,531,584
Increase (Decrease) in net assets	$	(17,970	)	$	130		$	(19,103	)	$	52,433		$	(157,004)		$	(110,483)		$	(433,285	)	$	327,347		$	(16,795,064	)	$	4,802,577
Net Assets:
Beginning of year	$	712,430		$	712,300		$	601,852		$	549,419		$	3,084,437		$	3,194,920		$	3,692,182		$	3,364,835		$	102,780,734		$	97,978,157
End of year	$	694,460		$	712,430		$	582,749		$	601,852		$	2,927,433		$	3,084,437		$	3,258,897		$	3,692,182		$	85,985,670		$	102,780,734
Unit Transactions:
Beginning of year		43,010			45,933			46,159			45,865			208,946			227,701			311,151			303,978			9,989,638			9,408,598
Purchased		95			-			-			-			2,599			1,514			3,873			213			404,192			813,396
Transferred between Sub-Accounts and Fixed Accumulation Account		3,307			2,825			563			5,114			12,153			1,946			9,886			56,492			(213,894	)		2,377,954
Withdrawn, Surrendered and Annuitized		(5,547	)		(5,748	)		(4,185	)		(4,820	)		(27,551	)		(22,215	)		(55,502	)		(49,532	)		(1,970,545	)		(2,610,310	)
End of year		40,865			43,010			42,537			46,159			196,147			208,946			269,408			311,151			8,209,391			9,989,638

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	SC2						SC3						SC5						SC7						SCB
	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,
	2005			2004			2005			2004			2005			2004			2005			2004			2005			2004
Operations:
Net investment income (loss)	$	1,550,352		$	1,793,407		$	48,161		$	84,942		$	(1,201,130	)	$	(1,146,038	)	$	(390,981	)	$	(374,902	)	$	9,568,421		$	(1,183,459	)
Net realized gains (losses)		962,556			1,083,084			11,489,176			6,577,955			6,931,405			2,059,352			2,131,415			899,203			3,975,671			8,848,001
Net unrealized gains (losses)		(2,288,322	)		(437,709	)		(5,788,440	)		12,148,408			5,779,308			9,702,891			2,231,472			4,262,926			(11,530,162	)		4,149,403
Increase (Decrease) in net assets from operations	$	224,586		$	2,438,782		$	5,748,897		$	18,811,305		$	11,509,583		$	10,616,205		$	3,971,906		$	4,787,227		$	2,013,930		$	11,813,945
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	723,038		$	455,187		$	1,185,582		$	3,253,176		$	1,048,065		$	2,272,911		$	574,867		$	414,324		$	1,389,783		$	4,413,261
Net transfers between Sub-Accounts and Fixed Account		(966,611	)		(5,447,625	)		(878,290	)		(3,511,148	)		(2,972,407	)		5,157,625			2,835,053			4,690,937			1,557,786			5,097,078
Withdrawals, surrenders, annuitizations and contract charges		(5,674,625	)		(5,097,429	)		(6,619,326	)		(5,468,009	)		(6,956,701	)		(5,545,786	)		(5,353,749	)		(3,715,700	)		(7,242,261	)		(5,546,034	)
Net accumulation activity	$	(5,918,198	)	$	(10,089,867	)	$	(6,312,034	)	$	(5,725,981	)	$	(8,881,043	)	$	1,884,750		$	(1,943,829	)	$	1,389,561		$	(4,294,692	)	$	3,964,305
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$			$	-		$	33,983		$			$	23,531
Annuity payments and contract charges		(25,313	)		(56,510	)		(19,784	)		(15,889	)		(15,016	)		(11,174	)		(13,126	)		(12,417	)		(19,543	)		(17,506	)
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserves		(2,131	)		(3,465	)		(1,420	)		1,365			(9,091	)		(517	)		(9,479	)		(6,834	)		(969	)		(3,784	)
Net annuitization activity	$	(27,444	)	$	(59,975	)	$	(21,204	)	$	(14,524	)	$	(24,107	)	$	(11,691	)	$	(22,605	)	$	14,732		$	(20,512	)	$	2,241
Increase (Decrease) in net assets from contract
owner transactions	$	(5,945,642	)	$	(10,149,842	)	$	(6,333,238	)	$	(5,740,505	)	$	(8,905,150	)	$	1,873,059		$	(1,966,434	)	$	1,404,293		$	(4,315,204	)	$	3,966,546
Increase (Decrease) in net assets	$	(5,721,056	)	$	(7,711,060	)	$	(584,341	)	$	13,070,800		$	2,604,433		$	12,489,264		$	2,005,472		$	6,191,520		$	(2,301,274	)	$	15,780,491
Net Assets:
Beginning of year	$	51,252,953		$	58,964,013		$	74,964,847		$	61,894,047		$	84,049,652		$	71,560,388		$	49,162,052		$	42,970,532		$	84,451,283		$	68,670,792
End of year	$	45,531,897		$	51,252,953		$	74,380,506		$	74,964,847		$	86,654,085		$	84,049,652		$	51,167,524		$	49,162,052		$	82,150,009		$	84,451,283
Unit Transactions:
Beginning of year		3,916,087			4,713,218			3,421,485			3,686,003			5,905,259			5,764,598			4,738,650			4,594,007			5,487,756			5,188,084
Purchased		49,264			36,680			55,240			221,889			69,440			176,692			55,689			40,985			92,345			315,766
Transferred between Sub-Accounts and Fixed Accumulation Account		(72,016	)		(432,802	)		(25,099	)		(184,877	)		(216,184	)		400,437			275,093			490,138			92,611			390,075
Withdrawn, Surrendered and Annuitized		(429,710	)		(401,009	)		(293,169	)		(301,530	)		(465,154	)		(436,468	)		(508,978	)		(386,480	)		(488,802	)		(406,169	)
End of year		3,463,625			3,916,087			3,158,457			3,421,485			5,293,361			5,905,259			4,560,454			4,738,650			5,183,910			5,487,756

See notes to financial statements

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

Statements of Changes in Net Assets - continued

	SCM
	Sub-Account
	Year Ended			Year Ended
	December 31,			December 31,
	2005			2004
Operations:
Net investment income (loss)	$	327,482		$	(30,858	)
Net realized gains (losses)		94,662			591,662
Net unrealized gains (losses)		(557,634	)		7,342
Increase (Decrease) in net assets from operations	$	(135,490	)	$	568,146
Participant Transactions:
Accumulation Activity:
Purchase payments received	$	25,369		$	166,820
Net transfers between Sub-Accounts and Fixed Account		(1,281,076	)		918,045
Withdrawals, surrenders, annuitizations and contract charges		(207,096	)		(107,593	)
Net accumulation activity	$	(1,462,803	)	$	977,272
Annuitization Activity:
Annuitizations	$	-		$	-
Annuity payments and contract charges		(3,734	)		(5,756	)
Net transfers between Sub-Accounts		-			-
Adjustments to annuity reserves		(1,423	)		1,815
Net annuitization activity	$	(5,157	)	$	(3,941	)
Increase (Decrease) in net assets from contract
owner transactions	$	(1,467,960	)	$	973,331
Increase (Decrease) in net assets	$	(1,603,450	)	$	1,541,477
Net Assets:
Beginning of year	$	3,913,237		$	2,371,760
End of year	$	2,309,787		$	3,913,237
Unit Transactions:
Beginning of year		271,452			201,242
Purchased		2,020			9,749
Transferred between Sub-Accounts and Fixed Accumulation Account		(96,056	)		67,539
Withdrawn, Surrendered and Annuitized		(14,633	)		(7,078	)
End of year		162,783			271,452

See notes to financial statements

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements

(1) Organization

Sun Life of Canada (U.S.) Variable Account F (the ''Variable Account'') is a separate account of Sun Life Assurance Company of Canada (U.S.), (the ''Sponsor''), and was established on July 13, 1989 as a funding vehicle for the variable portion of Futurity contracts, Futurity II contracts, Futurity Focus contracts, Futurity Accolade contracts, Futurity Focus II contracts, Futurity III contracts, Futurity Select Four contracts, Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive contracts (collectively, the ''Contracts'') and certain other group and individual fixed and variable annuity contracts issued by the Sponsor. The Variable Account is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, 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 (the "Funds") registered under the Investment Act of 1940, as amended. With respect to the Futurity contracts, the Funds are: AIM Variable Insurance Fund, Inc., The Alger American Fund, Credit Suisse Institutional Fund, Inc., Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust and Salomon Brothers Variable Series Funds, Inc. With respects to the Futurity II contracts, the Funds are: AIM Variable Insurance Fund, Inc., Arnhold and S. Bleichroader Advisers, Inc., The Alger American Fund, Alliance Variable Products Series Fund, Inc., Credit Suisse Institutional Fund, Inc., Fidelity Variable Insurance Products Funds, Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc., J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and Franklin Variable Insurance Products Funds. With respect to the Futurity Focus contracts, the Funds are: AIM Variable Insurance Fund, Inc., The Alger American Fund, Credit Suisse Institutional Fund, Inc., Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/ Sun Life Series Trust, OCC Accumulation Trust, PIMCO Variable Insurance Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust. With respect to the Futurity Accolade contracts, the Funds are: AIM Variable Insurance Fund, Inc., The Alger American Fund, Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, Arnhold and S. Bleichroader Advisers, Inc., Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc. J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust. With respects to the Futurity Focus II contracts, Futurity III contracts and Futurity Select Four contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, Arnhold and S. Bleichroader Advisers, Inc., Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc. J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust. With respects to the Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive contracts, the Funds are: AIM Variable Insurance Fund, Inc., Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, Arnhold and S. Bleichroader Advisers, Inc., Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc., Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust.

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

(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.

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(2) Significant Accounting Policies - continued

Investment Valuations

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

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

Federal Income Tax Status

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

(3) Contract Charges and Related Party Transactions

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

	Level 1	Level 2	Level 3	Level 4	Level 5	Level 6	Level 7	Level 8
Futurity contracts	1.25 %
Futurity II contracts	1.25 %
Futurity Focus contracts	1.00%
Futurity Accolade contracts	1.30%	1.45%	1.55%	1.70%
Futurity Focus II contracts	1.00%	1.15%	1.25%	1.40%	1.50%	1.65%
Futurity III contracts	0.85%	1.00%	1.10%	1.15%	1.25%	1.40%
Futurity Select Four contracts	0.95%	1.10%	1.20%	1.35%	1.45%	1.60%
Futurity Select Four Plus contracts	1.30%	1.50%	1.55%	1.70%	1.75%	1.90%	1.95%	2.15%
Futurity Select Seven contracts	1.05%	1.25%	1.30%	1.45%	1.50%	1.65%	1.70%	1.90%
Futurity Select Freedom contracts	1.35%	1.55%	1.60%	1.75%	1.80%	1.95%
Futurity Select Incentive contracts	1.40%	1.60%	1.65%	1.80%	1.85%	2.00%	2.05%	2.25%

Each year on the account anniversary, an account administration fee (''Account Fee'') equal to the lesser of $30 in the case of Futurity contracts, $35 in the case of Futurity II contracts, Futurity Accolade contracts and Futurity III contracts and $50 in the case of Futurity Focus contracts, Futurity Focus II contracts, Futurity Select Four contracts, Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive contracts or 2% of the participant's account value in account years one through five (thereafter, the Account Fee may be changed annually, but it may not exceed the lesser of $50 or 2% of the participant's account value) is deducted from the participant's account to reimburse the Sponsor for certain administrative expenses. After the annuity commencement date, the Account Fee will be deducted pro rata from each variable annuity payment made during the year.

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

For assuming the risk that withdrawal charges may be insufficient to compensate it for the costs of distributing the contracts, the Sponsor makes a deduction from the Variable Account at the end of each valuation period at an effective annual rate of 0.15% of the net assets attributable to Futurity Select Seven and Futurity Select Incentive and an effective annual rate of 0.20% of the net assets attributable to Futurity Select Four Plus and Futurity Select Freedom contracts.

Massachusetts Financial Services Company is the investment adviser to the MFS/Sun Life Series Trust. Sun Capital Advisers Inc. is the investment adviser to Sun Capital Advisers Trust. Both are affiliates of the Sponsor and charge management fees at an effective annual rate ranging from .60% to 1.23% and .65% to 1.25% of the Fund's net assets, respectively.

The Sponsor does not deduct a sales charge from purchase payments. However, a withdrawal charge (contingent deferred sales charge) of up to 6% of certain amounts withdrawn when applicable, may be deducted to cover certain expenses relating to the sale of Futurity Select Four and Futurity II contracts; 7% for Futurity III contracts and 8% for Futurity, Futurity Focus, Futurity Accolade, Futurity Select Four Plus, Futurity Select Seven and Futurity Select Incentive contracts, including commissions paid to sales personnel, the costs of preparation of sales literature, and other promotional costs and acquisition expenses.

For the year ended December 31, 2005, the Sponsor received the following amounts related to the above mentioned contract and surrender charges. These charges are reflected in the "Withdrawals, surrenders and annuitizations" line of the Statement of Changes in Net Assets.

	Contract Charges		Surrender Charges
AIM Variable Insurance Fund, Inc.
V.I. Growth Fund Series 2	$	312	$	202
V.I. Core Equity Fund Series 2		291		15
V.I. Capital Appreciation Fund		13,426		10,193
V.I. Growth Fund		18,202		16,629
V.I. Growth and Income Fund		15,197		20,136
V.I. International Equity Fund		12,358		19,305
V.I. Value Fund		2,202		3,027
V.I. Capital Appreciation Fund Series 2		444		766
V.I. International Growth Fund Series 2		261		423
V.I. Premier Equity Fund Series 2		184		281
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund		29,251		195,959
The Alger American Fund
Growth Portfolio		15,723		35,037
Income and Growth Portfolio		11,017		28,973
Small Capitalization Portfolio		4,289		9,978
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund		3,420		17,202
Technology Fund		1,312		2,836
Growth and Income Fund		11,621		212,047
Worldwide Privatization Fund		2,740		11,265
Quasar Fund		715		5,099
Credit Suisse Institutional Fund, Inc.
Emerging Markets Portfolio		603		2,494
International Equity Portfolio		513		253

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

Credit Suisse Institutional Fund, Inc. - continued	Contract Charges		Surrender Charges
Global Post-Venture Capital Portfolio	$	228	$	1,403
Small Company Growth Portfolio		1,250		4,116
Fidelity Variable Insurance Products Funds
VIP Contrafund		12,683		66,764
VIP Overseas Fund		2,705		15,610
VIP Growth Fund		23,817		89,642
Franklin Templeton Variable Insurance Products Trust
Growth Securities Fund Class 2		2,984		4,748
Foreign Securities Fund Class 2		1,798		14,746
Goldman Sachs Variable Insurance Trust
VIT CORE Small Cap Equity Fund		2,028		7,165
VIT CORE US Equity Fund		6,108		15,354
VIT Growth and Income Fund		2,346		6,187
VIT International Equity Fund		3,203		2,990
VIT Capital Growth Fund		969		15,426
INVESCO Variable Investment Funds, Inc.
Dynamics Fund		774		1,514
Small Company Growth Fund		1,394		3,600
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio		4,620		5,642
International Opportunities Portfolio		2,280		12,260
Small Company Portfolio		2,483		6,394
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		53,119		225,970
Mid Cap Value		35,917		168,986
International Portfolio		1,338		8,004
MFS/Sun Life Series Trust
Capital Appreciation Series		6,369		24,111
Emerging Growth Series		15,393		47,573
Government Securities Series		10,996		70,684
High Yield Series		7,830		22,097
New Discovery S Class		17,403		57,229
Massachusetts Investors Growth Stock S Class		4,012		10,403
High Yield S Class		4,318		14,201
Capital Appreciation S Class		1,076		3,508
Utilities S Class		2,637		26,691
Emerging Growth S Class		1,335		3,728
Total Return S Class		34,456		145,043
Government Securities S Class		11,459		81,075
Massachusetts Investors Trust S Class		3,098		8,709
Massachusetts Investors Growth Stock Series		11,862		36,257
Massachusetts Investors Trust Series		8,686		57,311
Money Market Series		2,092		3,148
New Discovery Series		13,225		56,183
Total Return Series		14,922		121,583
Utilities Series		11,333		82,402

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

		Contract Charges			Surrender Charges
OCC Accumulation Trust
Equity Portfolio	$		2,165	$		3,056
Mid Cap Portfolio			2,274			12,787
Small Cap Portfolio			1,283			2,480
Managed Portfolio			540			5,098
PIMCO Variable Insurance Trust
High Yield Portfolio			20,806			74,253
Emerging Markets Bond Portfolio			19,763			81,183
Real Return Portfolio			6,079			31,399
Total Return Portfolio			25,296			117,843
Rydex Variable Trust
Nova Fund			505			9,645
OTC Fund			1,157			10,980
Salomon Brothers Variable Series Funds, Inc.
Capital Fund			349			195
Investors Fund			94			395
Strategic Bond Fund			727			2,265
Total Return Fund			942			2,107
Sun Capital Advisers Trust
Sun Capital Money Market Fund			34,059			525,450
Sun Capital Investment Grade Bond Fund			12,200			61,311
Sun Capital Real Estate Fund			28,514			94,637
SC Blue Chip Mid Cap Fund			26,111			120,316
SC Davis Venture Value Fund			13,335			57,829
SC Value Small Cap Fund			27,229			107,150
Sun Capital All Cap Fund			1,071			2,907

(4) Annuity Reserves

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

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Investment Purchases and Sales

The following table shows the aggregate cost of shares of the Funds purchased and proceeds from the sales of shares of the Funds for each Sub-account for the year ended December 31, 2005:

	Purchases		Sales
AIM Variable Insurance Fund, Inc.
V.I. Growth Fund Series 2	$	4,691	$	67,843
V.I. Core Equity Fund Series 2		45,294		99,115
V.I. Capital Appreciation Fund		1,754,373		7,868,604
V.I. Growth Fund		721,088		7,736,632
V.I. Growth and Income Fund		1,108,252		7,446,570
V.I. International Equity Fund		2,951,270		7,181,868
V.I. Value Fund		143,385		848,008
V.I. Capital Appreciation Fund Series 2		21,874		74,333
V.I. International Growth Fund Series 2		22,367		146,066
V.I. Premier Equity Fund Series 2		7,476		14,459
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund		39,772,988		31,831,336
The Alger American Fund
Growth Portfolio		271,678		11,070,477
Income and Growth Portfolio		409,904		6,187,652
Small Capitalization Portfolio		54,654		1,615,052
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund		1,543,286		2,546,685
Technology Fund		736,462		799,405
Growth and Income Fund		2,950,494		11,962,082
Worldwide Privatization Fund		4,920,653		1,804,447
Quasar Fund		2,721,764		2,519,104
Credit Suisse Institutional Fund, Inc.
Emerging Markets Portfolio		295,059		289,678
International Equity Portfolio		82,517		148,824
Global Post-Venture Capital Portfolio		97,124		201,630
Small Company Growth Portfolio		222,154		578,669
Fidelity Variable Insurance Products Funds
VIP Contrafund		10,131,440		6,318,266
VIP Overseas Fund		1,054,505		2,634,726
VIP Growth Fund		6,002,715		12,066,997
Franklin Templeton Variable Insurance Products Trust
Growth Securities Fund Class 2		2,363,444		928,403
Foreign Securities Fund Class 2		2,644,850		1,660,983
Goldman Sachs Variable Insurance Trust
VIT CORE Small Cap Equity Fund		2,228,199		1,860,714
VIT CORE US Equity Fund		1,267,741		3,681,898
VIT Growth and Income Fund		1,252,786		1,775,759
VIT International Equity Fund		749,202		2,953,495
VIT Capital Growth Fund		538,717		1,698,951
INVESCO Variable Investment Funds, Inc.
Dynamics Fund		290,414		500,165
Small Company Growth Fund		758,761		942,564

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

Notes to Financial Statements - continued

(5) Investment Purchases and Sales - continued

	Purchases		Sales
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio	$	564,496	$	2,613,023
International Opportunities Portfolio		420,299		1,423,855
Small Company Portfolio		1,581,875		1,637,872
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		25,725,030		27,911,087
Mid Cap Value		18,620,763		16,418,478
International Portfolio		1,992,115		1,389,081
MFS/Sun Life Series Trust
Capital Appreciation Series		1,528,181		4,571,831
Emerging Growth Series		803,548		5,944,039
Government Securities Series		3,580,233		10,676,635
High Yield Series		3,894,095		8,795,566
New Discovery S Class		3,066,276		8,381,758
Massachusetts Investors Growth Stock S Class		494,651		1,866,482
High Yield S Class		4,730,550		6,429,007
Capital Appreciation S Class		323,329		940,921
Utilities S Class		1,674,898		1,924,659
Emerging Growth S Class		341,435		721,238
Total Return S Class		10,763,675		13,095,960
Government Securities S Class		2,924,521		6,013,505
Massachusetts Investors Trust S Class		902,203		1,292,882
Massachusetts Investors Growth Stock Series		754,824		7,072,261
Massachusetts Investors Trust Series		883,936		5,859,965
Money Market Series		2,383,280		3,535,134
New Discovery Series		2,180,619		8,800,134
Total Return Series		7,237,405		11,492,610
Utilities Series		4,023,132		7,578,539
OCC Accumulation Trust
Equity Portfolio		52,572		858,922
Mid Cap Portfolio		410,602		1,613,631
Small Cap Portfolio		433,971		511,364
Managed Portfolio		94,238		463,726
PIMCO Variable Insurance Trust
High Yield Portfolio		16,035,643		11,647,701
Emerging Markets Bond Portfolio		11,834,924		8,997,840
Real Return Portfolio		4,799,435		3,533,699
Total Return Portfolio		19,982,347		17,272,477
Rydex Variable Trust
Nova Fund		370,567		411,340
OTC Fund		506,124		2,080,304
Salomon Brothers Variable Series Funds, Inc.
Capital Fund		85,266		125,805
Investors Fund		22,808		71,641
Strategic Bond Fund		589,558		597,516
Total Return Fund		320,540		780,360

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Investment Purchases and Sales - continued

		Purchases			Sales
Sun Capital Advisers Trust
Sun Capital Money Market Fund	$		50,006,116	$		67,292,431
Sun Capital Investment Grade Bond Fund			7,367,946			11,295,602
Sun Capital Real Estate Fund			15,615,124			15,592,853
SC Blue Chip Mid Cap Fund			7,873,250			15,884,561
SC Davis Venture Value Fund			6,791,588			9,139,525
SC Value Small Cap Fund			19,594,587			14,340,400
Sun Capital All Cap Fund			885,014			2,024,068

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

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
											Investment
					Unit Fair Value						Income		Expense Ratio					Total Return
			Units		lowest to highest					Net Assets	Ratio*		lowest to highest**					lowest to highest***
AG2
	December 31, 2005		79,268	$	10.0129	to	$	15.2891	$	943,479		%	1.35	%	to	2.30	%	4.70	%	to	5.71	%
	December 31, 2004		83,335		9.5392	to		14.4627		942,938			1.35		to	2.30		5.51		to	6.54	(y)
	December 31, 2003		47,672		9.0179	to		13.5751		559,295			1.35		to	2.30		27.87		to	29.11	(y)
	December 31, 2002	(c)	9,933		7.0343	to		10.5140		72,925			1.35		to	2.15		(29.66	)	to	5.14
AG3
	December 31, 2005		33,532		10.8406	to		14.2850		401,916	1.17		1.35		to	2.25		2.72		to	3.66
	December 31, 2004		37,182		10.5537	to		13.7805		440,009	0.83		1.35		to	2.25		6.22		to	7.20
	December 31, 2003		37,791		9.9355	to		12.8547		420,573	1.29		1.35		to	2.25		21.36		to	22.48	(y)
	December 31, 2002	(c)	11,314		8.1995	to		10.4956		103,888	0.91		1.35		to	2.05		(18.00	)	to	4.96
AI1
	December 31, 2005		3,329,705		6.0480	to		11.5039		27,382,457	0.06		1.15		to	1.85		6.83		to	7.60
	December 31, 2004		4,032,429		5.6585	to		10.7196		31,312,996			1.15		to	1.85		4.65		to	5.41
	December 31, 2003		4,349,721		5.4044	to		10.1966		32,219,547			1.15		to	1.85		27.13		to	28.05
	December 31, 2002		4,517,822		4.2491	to		7.9843		26,516,524			1.00		to	1.85		(25.76	)	to	(25.22	)
	December 31, 2001		5,563,655		6.1966	to		11.5712		44,487,725			1.15		to	1.85		(24.71	)	to	(24.16	)
AI2
	December 31, 2005		4,786,871		4.4383	to		8.4991		29,070,598			1.15		to	1.85		5.49		to	6.41
	December 31, 2004		5,955,627		4.2050	to		8.0182		34,075,283			1.00		to	1.85		6.22		to	7.14
	December 31, 2003		6,855,680		3.9568	to		7.5127		36,765,991			1.00		to	1.85		28.81		to	29.93
	December 31, 2002		8,105,745		3.0701	to		5.8045		34,096,185			1.00		to	1.85		(32.50	)	to	(31.66	)
	December 31, 2001		5,978,099		5.1794	to		9.7277		37,503,852	0.20		1.00		to	1.85		(35.12	)	to	(34.55	)
AI3
	December 31, 2005		3,571,932		6.7111	to		10.9334		30,162,342	1.42		1.00		to	1.85		3.37		to	4.26
	December 31, 2004		4,307,659		6.4351	to		10.5268		35,393,203	0.93		1.00		to	1.85		6.95		to	7.88
	December 31, 2003		4,977,326		6.0140	to		9.7960		38,099,300	1.00		1.00		to	1.85		22.12		to	23.18
	December 31, 2002		5,737,435		4.9221	to		7.9835		36,108,743	0.29		1.00		to	1.85		(17.15	)	to	(16.43	)
	December 31, 2001		7,175,804		6.3069	to		10.4760		55,463,593	0.05		1.00		to	1.85		(24.27	)	to	(23.61	)
AI4
	December 31, 2005		3,163,208		8.6897	to		13.8552		34,228,788	0.65		1.15		to	1.85		15.75		to	16.75
	December 31, 2004		3,574,144		7.5033	to		11.9128		33,192,203	0.64		1.00		to	1.85		21.71		to	22.76
	December 31, 2003		3,910,999		6.1619	to		9.7415		29,736,901	0.56		1.00		to	1.85		26.68		to	27.77
	December 31, 2002		4,224,313		4.8618	to		7.6535		25,474,957	0.36		1.00		to	1.85		(17.24	)	to	(16.52	)
	December 31, 2001		7,454,026		6.5504	to		10.2443		54,183,196	0.35		1.00		to	1.85		(24.96	)	to	(24.30	)
AI5
	December 31, 2005		619,108		7.9814	to		8.2508		5,028,619	0.81		1.15		to	1.85		3.71		to	4.44
	December 31, 2004		705,233		7.6962	to		7.8998		5,501,905	0.44		1.15		to	1.85		3.81		to	4.55
	December 31, 2003		836,085		7.4138	to		7.5558		6,258,571	0.29		1.15		to	1.85		22.77		to	23.64
	December 31, 2002		824,629		6.0388	to		6.1110		5,011,133	0.40		1.15		to	1.85		(31.55	)	to	(31.06	)
	December 31, 2001	(a)	407,446		7.9492	to		8.9475		3,603,548	0.29		1.15		to	1.85		(11.78	)	to	(11.35	)
AI7
	December 31, 2005		80,171		10.4430	to		15.1071		988,051			1.35		to	2.10		6.30		to	7.12
	December 31, 2004		83,459		9.8187	to		14.1034		961,587			1.35		to	2.10		4.09		to	4.89
	December 31, 2003		72,162		9.4277	to		13.4455		816,932			1.35		to	2.10		26.47		to	27.44	(y)
	December 31, 2002	(c)	14,094		7.4505	to		10.5504		117,551			1.10		to	1.90		(25.49	)	to	5.50
AI8
	December 31, 2005		55,782		14.3668	to		17.9171		902,989	0.60		1.35		to	2.10		15.24		to	16.12
	December 31, 2004		63,338		12.4607	to		15.4847		890,184	0.57		1.35		to	2.10		21.10		to	22.03	(y)
	December 31, 2003		60,796		10.2842	to		12.7345		711,484	0.49		1.35		to	2.10		25.90		to	26.86	(y)
	December 31, 2002	(c)	4,093		8.1645	to		9.6921		34,395	0.31		1.35		to	2.15		(18.36	)	to	(3.08	)
AI9
	December 31, 2005		16,726		9.2481	to		13.8839		202,584	0.63		1.35		to	2.10		3.16		to	3.94
	December 31, 2004		17,199		8.9607	to		13.3572		200,665	0.37		1.35		to	2.10		3.27		to	4.06
	December 31, 2003		11,352		8.6724	to		12.8355		128,016	0.42		1.35		to	2.10		22.21		to	23.15	(y)
	December 31, 2002	(c)	2,289		7.0926	to		10.4230		18,018	1.52		1.35		to	2.05		(29.07	)	to	4.23

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

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002. Investement Income Ratio and Expense Ratio have been annualized.

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

			At December 31								For year ended December 31
											Investment
				Unit Fair Value							Income				Expense Ratio						Total Return
			Units	lowest to highest				Net Assets			Ratio*				lowest to highest**						lowest to highest***
SGI
	December 31, 2005	6,745,856			$19.8666	to	$25.3074		$	166,549,996		2.29	%	1.00		%	to	2.55	%	18.37		%	to	20.25	%
	December 31, 2004	6,913,520			16.7837	to	20.9809			142,734,261		2.48		1.15			to	2.55		24.19			to	26.17	(y)
	December 31, 2003	6,087,549			13.5150	to	16.6818			100,397,991		0.05		1.00			to	2.55		35.15			to	49.57	(y)
	December 31, 2002 (d)	3,996,990			10.8885	to	11.1493			44,526,797		1.47		1.00			to	2.25		8.88			to	11.49
AL1
	December 31, 2005	4,056,460			6.6671	to	12.3447			34,643,303		0.23		1.15			to	1.85		9.97			to	10.76
	December 31, 2004	5,448,196			6.0597	to	11.1726			41,710,670				1.15			to	1.85		3.54			to	4.29
	December 31, 2003	6,967,886			5.8495	to	10.7391			51,067,194				1.15			to	1.85		32.66			to	33.81	(y)
	December 31, 2002	8,205,394			4.4070	to	8.0565			45,485,920		0.04		1.00			to	1.85		(34.20		)	to	(33.66	)
	December 31, 2001	10,169,607			7.0163	to	12.8134			87,365,194		0.24		1.00			to	1.85		(13.46		)	to	(12.70	)
AL2
	December 31, 2005	2,233,544			6.9233	to	12.9191			21,427,920		1.10		1.15			to	1.85		1.53			to	2.41
	December 31, 2004	2,847,367			6.8155	to	12.6640			26,554,538		0.56		1.00			to	1.85		5.85			to	6.76
	December 31, 2003	3,733,810			6.4358	to	11.9076			32,584,863		0.33		1.00			to	1.85		27.44			to	28.54
	December 31, 2002	4,500,052			5.0475	to	9.2993			30,858,383		0.67		1.00			to	1.85		(32.38		)	to	(31.79	)
	December 31, 2001	5,785,259			7.8053	to	14.2870			59,309,865		0.38		1.00			to	1.85		(15.92		)	to	(15.18	)
AL3
	December 31, 2005	831,703			6.4059	to	10.8376			7,178,774				1.15			to	1.85		14.73			to	15.56
	December 31, 2004	1,007,491			5.5809	to	9.4036			7,621,329				1.15			to	1.85		14.41			to	15.24
	December 31, 2003	1,243,757			4.8755	to	8.1817			8,177,252				1.15			to	1.85		39.71			to	40.73
	December 31, 2002	1,566,452			3.4879	to	5.8292			7,351,571				1.00			to	1.85		(28.52		)	to	(27.06	)
	December 31, 2001	1,962,751			5.2129	to	8.8215			12,963,425		0.06		1.15			to	1.85		(30.83		)	to	(30.32	)
AN1
	December 31, 2005	1,388,649			8.3995	to	15.2742			12,415,411				1.15			to	2.10		12.44			to	13.53
	December 31, 2004	1,506,718			7.4513	to	13.4816			11,884,975				1.15			to	2.10		5.90			to	7.10	(y)
	December 31, 2003	1,617,322			7.0074	to	12.6139			12,001,089				1.15			to	2.25		20.59			to	21.95	(y)
	December 31, 2002	1,052,237			5.7871	to	10.3646			6,201,326				1.15			to	2.25		(32.12		)	to	3.65
	December 31, 2001 (a)	601,780			7.6530	to	8.7181			5,144,499				1.15			to	1.85		(14.74		)	to	(14.33	)
AN2
	December 31, 2005	281,537			6.8059	to	15.8254			2,103,260				1.15			to	2.10		1.48			to	2.46
	December 31, 2004	281,520			6.6898	to	15.4768			2,100,054				1.15			to	2.10		2.87			to	3.88
	December 31, 2003	396,141			6.4863	to	14.9298			2,817,763				1.15			to	2.10		40.56			to	42.14	(y)
	December 31, 2002	304,747			4.5958	to	10.5250			1,440,238				1.15			to	2.05		(42.89		)	to	5.25
	December 31, 2001 (a)	157,358			6.9178	to	8.2622			1,269,256				1.15			to	1.85		(19.53		)	to	(19.15	)
AN3
	December 31, 2005	3,615,241			10.2393	to	15.5396			38,489,570		1.29		1.15			to	2.30		(4.78		)	to	3.55
	December 31, 2004	4,469,640			9.9734	to	15.0595			46,251,629		0.74		1.00			to	2.30		8.66			to	10.11
	December 31, 2003	4,877,794			9.1366	to	13.7258			46,061,707		0.85		1.00			to	2.30		29.15			to	30.86	(y)
	December 31, 2002	3,865,669			7.0422	to	10.5259			27,536,338		0.58		1.00			to	2.05		(28.86		)	to	5.26
	December 31, 2001 (a)	1,689,129			8.4391	to	9.3829			15,672,268		0.05		1.15			to	1.85		(7.70		)	to	(7.26	)
AN4
	December 31, 2005	679,808			16.1833	to	21.4594			11,511,506		0.33		1.15			to	2.35		17.73			to	19.17
	December 31, 2004	465,307			13.6767	to	18.1079			6,619,081		0.10		1.15			to	2.10		21.36			to	22.54	(y)
	December 31, 2003	351,603			11.2403	to	14.8594			4,110,462		1.04		1.15			to	2.10		40.07			to	41.43	(y)
	December 31, 2002	287,342			8.0044	to	10.2672			2,363,754		2.18		1.15			to	2.05		(10.75		)	to	2.67
	December 31, 2001 (a)	37,676			6.7392	to	9.2621			321,781		0.01		1.15			to	1.85		(14.82		)	to	(14.41	)
AN5
	December 31, 2005	278,179			10.5399	to	17.8140			3,123,620				1.15			to	2.25		2.50			to	3.65
	December 31, 2004	264,939			10.2405	to	17.2206			2,844,332				1.15			to	2.25		11.80			to	13.07	(y)
	December 31, 2003	116,800			9.1218	to	15.2615			1,109,464				1.15			to	2.25		45.33			to	46.97	(y)
	December 31, 2002	75,132			6.2510	to	10.4054			483,853				1.15			to	1.85		(33.32		)	to	4.05
	December 31, 2001 (a)	207,369			7.3630	to	9.3784			1,950,541				1.15			to	1.85		(6.25		)	to	(5.80	)
CS1
	December 31, 2005	81,847			15.1218	to	21.5383			1,583,158		0.75		1.15			to	1.40		26.15			to	26.48
	December 31, 2004	80,296			11.9850	to	17.0738			1,256,470		0.29		1.15			to	1.40		23.18			to	23.51
	December 31, 2003	82,222			9.7279	to	13.8611			1,044,211				1.15			to	1.40		40.88			to	41.25
	December 31, 2002	107,756			6.9038	to	9.8390			975,201		0.18		1.00			to	1.40		(12.80		)	to	(12.57	)
	December 31, 2001	124,190			8.3385	to	11.8873			1,308,142				1.15			to	1.85		(10.92		)	to	(10.68	)

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

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002. Investement Income Ratio and Expense Ratio have been annualized.

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		At December 31									For year ended December 31
											Investment
			Unit Fair Value								Income			Expense Ratio						Total Return
		Units	lowest to highest				Net Assets				Ratio*			lowest to highest**						lowest to highest***
CS2
	December 31, 2005	47,318		$ 10.4441	to	$11.9272		$	539,183	0.84		%	1.15		%	to	1.40	%	15.80		%	to	16.11	%
	December 31, 2004	53,306		9.0174	to	10.2999			526,411	1.02			1.15			to	1.40		13.13			to	13.43
	December 31, 2003	65,412		7.9691	to	9.1043			571,636	0.46			1.15			to	1.40		31.23			to	31.58
	December 31, 2002	76,619		6.0714	to	6.9377			508,636				1.00			to	1.40		(21.03		)	to	(20.82	)
	December 31, 2001	104,918		8.3953	to	9.5960			883,610				1.15			to	1.85		(29.64		)	to	(29.45	)
CS3
	December 31, 2005	36,326		10.5525	to	12.8484			447,759				1.15			to	1.40		14.52			to	14.83
	December 31, 2004	45,514		9.2125	to	11.2190			492,597				1.15			to	1.40		16.33			to	16.64
	December 31, 2003	41,071		7.9175	to	9.6439			381,993				1.15			to	1.40		45.59			to	45.98
	December 31, 2002	43,870		5.4371	to	6.6239			280,672				1.00			to	1.40		(35.08		)	to	(34.91	)
	December 31, 2001	58,715		9.3337	to	11.3746			576,848				1.15			to	1.40		(23.27		)	to	(23.16	)
CS4
	December 31, 2005	159,999		9.9194	to	12.4233			1,723,614				1.15			to	1.40		(4.04)			to	(3.78	)
	December 31, 2004	191,347		10.3348	to	12.9461			2,146,797				1.15			to	1.40		9.31			to	9.61
	December 31, 2003	117,857		9.4525	to	11.8432			1,301,976				1.15			to	1.40		46.47			to	46.86
	December 31, 2002	139,231		6.4522	to	8.0857			1,045,016				1.00			to	1.40		(34.62		)	to	(34.45	)
	December 31, 2001	252,504		9.7884	to	12.2702			2,952,097				1.15			to	1.85		(17.19		)	to	(16.97	)
FL1
	December 31, 2005	3,226,194		13.6266	to	17.0399			45,777,748	0.12			1.15			to	2.35		13.91			to	15.31
	December 31, 2004	2,876,581		11.9014	to	14.8074			35,659,207	0.19			1.15			to	2.35		12.45			to	13.83	(y)
	December 31, 2003	2,230,010		10.5300	to	13.0346			24,392,563	0.25			1.15			to	2.30		20.05			to	26.72	(y)
	December 31, 2002	1,422,859		8.3687	to	10.3067			12,043,799	0.37			1.15			to	2.25		(13.61		)	to	3.07
	December 31, 2001 (a)	301,559		8.2113	to	9.5741			2,851,982				1.15			to	1.85		(5.68		)	to	(5.23	)
FL2
	December 31, 2005	786,753		11.3948	to	17.9632			9,371,943	0.53			1.15			to	2.10		16.30			to	17.42
	December 31, 2004	931,307		9.7732	to	15.3834			9,479,881	1.08			1.15			to	2.10		10.93			to	12.01
	December 31, 2003	975,952		8.7879	to	13.8113			8,843,340	0.48			1.15			to	2.10		40.04			to	41.39	(y)
	December 31, 2002	923,348		6.2595	to	9.8147			5,872,825	0.73			1.15			to	2.25		(22.98		)	to	(1.85	)
	December 31, 2001 (a)	2,991,637		7.4421	to	8.5233			24,051,764				1.15			to	1.85		(19.82		)	to	(19.44	)
FL3
	December 31, 2005	7,227,275		8.0694	to	14.4856			65,376,984	0.28			1.00			to	2.55		2.82			to	4.45
	December 31, 2004	7,870,040		7.7923	to	13.9175			68,251,070	0.13			1.15			to	2.55		0.49			to	2.09	(y)
	December 31, 2003	6,986,042		7.6992	to	13.6813			58,659,774	0.10			1.00			to	2.55		18.46			to	31.22	(y)
	December 31, 2002	5,065,258		5.9183	to	10.4634			30,420,886	0.12			1.15			to	2.25		(32.04		)	to	4.63
	December 31, 2001 (a)	3,773,079		7.7787	to	8.8778			32,730,723				1.15			to	1.85		(13.49		)	to	(13.08	)
FTG
	December 31, 2005	400,641		15.6693	to	17.0948			6,741,828	1.11			1.15			to	2.25		6.42			to	7.63
	December 31, 2004	307,055		14.7014	to	15.8831			4,826,714	0.98			1.15			to	2.25		13.41			to	14.70	(y)
	December 31, 2003	100,517		12.9432	to	13.8470			1,378,832	2.23			1.15			to	2.25		29.17			to	30.63	(y)
	December 31, 2002 (d)	2,357		10.0133	to	10.5995			24,668				1.00			to	2.30		0.13			to	5.99
FTI
	December 31, 2005	369,103		16.1505	to	17.5284			6,341,480	1.17			1.00			to	2.10		7.86			to	9.07
	December 31, 2004	305,720		14.9733	to	16.0707			4,833,764	1.03			1.00			to	2.10		16.03			to	17.34	(y)
	December 31, 2003	209,950		12.9043	to	13.6958			2,840,756	1.28			1.00			to	2.10		29.44			to	30.89	(y)
	December 31, 2002 (d)	54,719		10.4408	to	10.4595			572,025				1.00			to	2.30		4.41			to	4.59
GS2
	December 31, 2005	412,887		13.5653	to	19.1845			6,771,886	0.25			1.00			to	1.85		4.11			to	5.01
	December 31, 2004	421,700		13.1119	to	18.2944			6,663,954	0.18			1.15			to	1.85		14.17			to	15.00	(y)
	December 31, 2003	537,797		11.4610	to	15.9079			7,512,286	0.27			1.15			to	1.85		43.31			to	44.35
	December 31, 2002	505,836		7.9514	to	11.0207			4,909,310	0.23			1.00			to	1.85		(17.12		)	to	(15.93	)
	December 31, 2001	668,766		9.0737	to	12.4635			7,691,027	0.31			1.15			to	1.85		2.58			to	3.33
GS3
	December 31, 2005	1,374,302		8.6512	to	16.2665			14,963,423	0.75			1.15			to	2.10		4.28			to	5.30
	December 31, 2004	1,604,359		8.2707	to	15.4805			16,491,554	1.14			1.15			to	2.10		12.52			to	13.63
	December 31, 2003	1,694,905		7.3278	to	13.6530			15,298,517	0.71			1.15			to	2.10		26.76			to	28.00	(y)
	December 31, 2002	1,993,373		5.7633	to	10.6802			14,150,917	0.55			1.00			to	2.05		(23.34		)	to	6.80
	December 31, 2001	2,154,860		7.7804	to	11.1917			20,333,064	0.44			1.15			to	1.85		(13.58		)	to	(12.95	)

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

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002. Investement Income Ratio and Expense Ratio have been annualized.

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		At December 31								For year ended December 31
										Investment
			Unit Fair Value							Income		Expense Ratio							Total Return
		Units	lowest to highest					Net Assets		Ratio*		lowest to highest**							lowest to highest***
GS4
	December 31, 2005	598,426		$ 10.2980	to	$ 12.0753	$		6,675,346	1.60	%		1.15	%	to	1.85	%	2.01		%	to	2.75	%
	December 31, 2004	643,199		10.0745	to	11.7893			7,051,742	1.59			1.15		to	1.85		16.60			to	17.44	(y)
	December 31, 2003	642,298		8.6229	to	10.0702			5,995,111	1.33			1.15		to	1.85		22.06			to	22.95
	December 31, 2002	703,658		7.0501	to	8.2167			5,375,072	1.34			1.00		to	1.85		(12.98		)	to	(12.35	)
	December 31, 2001	887,554		8.2218	to	9.6366			7,760,248	0.45			1.15		to	1.85		(11.03		)	to	(10.37	)
GS5
	December 31, 2005	771,158		8.7078	to	12.2003			8,397,043	0.30			1.15		to	1.85		11.61			to	12.41
	December 31, 2004	993,729		7.7983	to	10.8819			9,614,462	1.23			1.15		to	1.85		11.38			to	12.19
	December 31, 2003	965,025		6.9980	to	9.7254			8,349,977	4.23			1.15		to	1.85		32.99			to	33.95
	December 31, 2002	1,048,203		5.2595	to	7.2798			6,737,841	0.98			1.00		to	1.85		(19.85		)	to	(19.27	)
	December 31, 2001	1,311,340		7.2538	to	9.9775			10,458,720	1.45			1.15		to	1.85		(23.71		)	to	(23.15	)
GS7
	December 31, 2005	326,430		8.5761	to	14.1702			3,027,975	0.14			1.15		to	2.10		0.63			to	1.76
	December 31, 2004	444,078		8.4876	to	13.9531			4,134,445	0.83			1.15		to	2.25		6.63			to	7.83	(y)
	December 31, 2003	351,482		7.9276	to	12.9662			3,099,739	0.31			1.15		to	2.10		21.14			to	22.32	(y)
	December 31, 2002	294,424		6.5275	to	10.6221			1,951,108	0.27			1.15		to	2.05		(26.45		)	to	6.22
	December 31, 2001 (a)	90,647		8.5073	to	9.0546			798,856	0.23			1.15		to	1.85		(12.08		)	to	(11.69	)
IV1
	December 31, 2005	212,624		8.7897	to	18.1030			2,088,498				1.15		to	2.35		8.13			to	9.45
	December 31, 2004	236,847		8.0879	to	16.5734			2,087,945				1.15		to	2.05		10.78			to	12.03	(y)
	December 31, 2003	265,834		7.2709	to	14.8235			2,049,623				1.15		to	2.25		34.73			to	36.24	(y)
	December 31, 2002	393,726		5.3748	to	10.9025			2,135,358				1.15		to	2.05		(34.08		)	to	9.02
	December 31, 2001 (a)	170,065		7.2534	to	8.3429			1,371,474				1.15		to	1.85		(19.59		)	to	(19.20	)
IV2
	December 31, 2005	375,781		9.0037	to	16.3607			3,798,024				1.15		to	2.30		2.78			to	3.99
	December 31, 2004	390,021		8.7201	to	15.7654			3,776,289				1.15		to	2.30		11.27			to	12.58	(y)
	December 31, 2003	367,540		7.8009	to	14.0319			3,142,310				1.15		to	2.30		30.37			to	31.90	(y)
	December 31, 2002	227,469		5.9564	to	10.6445			1,374,325				1.15		to	2.05		(32.39		)	to	6.45
	December 31, 2001 (a)	105,665		7.4813	to	8.7461			933,440				1.15		to	1.85		(11.90		)	to	(11.48	)
JP1
	December 31, 2005	940,914		7.3984	to	9.7866			8,730,509	1.30			1.15		to	1.85		(0.52		)	to	0.20
	December 31, 2004	1,162,485		7.4332	to	9.7910			10,721,269	0.82			1.15		to	1.85		7.46			to	8.24
	December 31, 2003	1,418,266		6.9138	to	9.0681			12,067,198	0.77			1.15		to	1.85		25.77			to	26.68
	December 31, 2002	1,646,234		5.4944	to	7.1758			11,099,926	0.05			1.00		to	1.85		(26.02		)	to	(25.48	)
	December 31, 2001	2,063,692		7.7128	to	10.1168			18,832,702	0.48			1.15		to	1.85		(13.55		)	to	(12.92	)
JP2
	December 31, 2005	400,367		9.0205	to	12.5492			4,290,845	0.90			1.15		to	1.85		8.65			to	9.44
	December 31, 2004	496,484		8.2854	to	11.4974			4,893,824	0.59			1.15		to	1.85		16.18			to	17.02
	December 31, 2003	573,871		7.1172	to	9.8513			4,867,038	0.84			1.15		to	1.85		29.99			to	30.94
	December 31, 2002	691,691		5.4639	to	7.5437			4,472,500	0.49			1.00		to	1.85		(19.82		)	to	(19.24	)
	December 31, 2001	915,732		7.2397	to	10.0974			7,427,975	0.95			1.15		to	1.85		(20.65		)	to	(20.07	)
JP3
	December 31, 2005	458,734		10.0886	to	16.2545			5,962,869				1.15		to	1.85		1.51			to	2.24
	December 31, 2004	511,581		9.9185	to	15.9112			6,626,292				1.15		to	1.85		24.81			to	25.72
	December 31, 2003	526,385		7.9305	to	12.6899			5,479,284				1.15		to	1.85		33.46			to	34.43
	December 31, 2002	565,247		5.9300	to	9.4647			4,418,747	0.21			1.00		to	1.85		(23.10		)	to	(22.54	)
	December 31, 2001	664,931		7.6661	to	12.2520			6,757,718	0.04			1.15		to	1.85		(9.74		)	to	(9.08	)
LA1
	December 31, 2005	13,621,201		11.0632	to	15.6855			179,639,968	0.95			1.00		to	2.55		0.62			to	2.22
	December 31, 2004	14,554,694		10.9612	to	15.3996			188,671,788	0.86			1.00		to	2.55		9.77			to	11.52
	December 31, 2003	14,220,415		9.9546	to	13.8575			165,999,819	0.73			1.00		to	2.55		19.13			to	29.70	(y)
	December 31, 2002	12,899,028		7.7730	to	10.7219			116,450,425	0.51			1.00		to	2.25		(22.27		)	to	7.22
	December 31, 2001 (a)	11,399,173		9.8977	to	12.8855			130,365,761	0.85			1.00		to	1.85		(8.45		)	to	(7.66	)
LA2
	December 31, 2005	7,264,902		13.1139	to	17.1707			108,021,104	0.44			1.00		to	2.55		5.47			to	7.14
	December 31, 2004	7,462,770		12.3957	to	16.0827			104,214,749	0.31			1.00		to	2.55		20.87			to	22.80
	December 31, 2003	6,889,740		10.2236	to	13.1433			78,536,192	0.64			1.00		to	2.55		20.80			to	23.51	(y)
	December 31, 2002	4,868,436		8.3835	to	10.6794			44,797,324	0.69			1.00		to	2.25		(16.17		)	to	6.79
	December 31, 2001 (a)	2,281,117		8.9499	to	9.9510			23,695,759	0.84			1.15		to	1.85		3.44			to	3.90

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

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		At December 31							For year ended December 31
									Investment
				Unit Fair Value					Income		Expense Ratio					Total Return
		Units		lowest to highest				Net Assets	Ratio*		lowest to highest**					lowest to highest***
LA3
	December 31, 2005	389,684	$	12.9454	to	$ 21.1461	$	5,368,719		%	1.15	%	to	2.35	%	23.66	% to	25.18	%
	December 31, 2004	358,522		10.4151	to	16.9868		3,909,396	0.16		1.15		to	2.10		18.17	to	19.31	(y)
	December 31, 2003	213,445		8.7914	to	14.3168		1,964,050	2.12		1.15		to	2.10		38.29	to	39.63	(y)
	December 31, 2002	158,181		6.3410	to	8.2983		1,021,388	1.23		1.00		to	1.85		(19.23	) to	(17.02	)
	December 31, 2001	42,292		7.0106	to	8.9279		332,937	0.29		1.15		to	1.85		(21.47	) to	(21.12	)
CAS
	December 31, 2005	1,463,097		5.1523	to	8.8293		10,574,215	0.57		1.15		to	1.85		(0.95	) to	(0.23	)
	December 31, 2004	1,891,535		5.1988	to	8.8713		13,659,827	0.06		1.15		to	1.85		8.96	to	9.76
	December 31, 2003	2,125,014		4.7688	to	8.1028		13,902,670			1.15		to	1.85		26.33	to	27.42	(y)
	December 31, 2002	2,385,864		3.7729	to	6.3834		12,330,965	0.18		1.00		to	1.85		(33.64	) to	(33.06	)
	December 31, 2001	3,296,185		6.1469	to	10.5012		25,983,854	0.36		1.00		to	1.85		(26.71	) to	(26.07	)
EGS
	December 31, 2005	2,774,869		4.9478	to	10.9980		21,364,521			1.15		to	1.85		7.12	to	7.90
	December 31, 2004	3,432,360		4.6164	to	10.2179		24,693,466			1.15		to	1.85		11.14	to	11.95
	December 31, 2003	4,195,519		4.1515	to	9.1497		27,103,648			1.15		to	1.85		29.06	to	30.00
	December 31, 2002	4,741,685		3.2150	to	7.0556		23,694,820			1.00		to	1.85		(35.40	) to	(34.92	)
	December 31, 2001	6,733,222		5.6007	to	12.2101		52,492,438			1.15		to	1.85		(35.80	) to	(35.33	)
GSS
	December 31, 2005	2,528,616		12.1381	to	13.5081		32,610,320	4.82		1.15		to	1.85		0.42	to	1.14
	December 31, 2004	3,177,865		12.0756	to	13.3883		40,625,793	5.70		1.15		to	1.85		1.84	to	2.72	(y)
	December 31, 2003	4,388,719		11.8457	to	13.0842		54,863,853	4.54		1.00		to	1.85		0.26	to	1.13
	December 31, 2002	6,101,434		11.8031	to	12.9882		75,660,507	4.17		1.00		to	1.85		7.77	to	8.70
	December 31, 2001	4,640,049		10.7500	to	11.6010		53,198,300	5.16		1.10		to	1.85		5.45	to	6.37
HYS
	December 31, 2005	1,596,264		11.8957	to	12.9020		19,954,232	8.80		1.15		to	1.85		0.31	to	1.04
	December 31, 2004	2,128,350		11.8530	to	12.8513		26,416,955	7.83		1.15		to	1.85		7.51	to	8.30
	December 31, 2003	2,531,621		11.0191	to	11.8805		29,117,142	8.96		1.15		to	1.85		19.20	to	20.06	(y)
	December 31, 2002	2,506,679		9.2399	to	9.9067		24,127,067	11.38		1.00		to	1.85		0.85	to	1.53
	December 31, 2001	4,366,787		9.3145	to	9.8965		41,407,521	8.60		1.15		to	1.85		(0.14	) to	0.59
M1A
	December 31, 2005	4,043,848		9.4664	to	15.0204		43,360,384			1.00		to	2.55		2.29	to	3.91
	December 31, 2004	4,509,615		9.2263	to	14.5064		46,625,744			1.00		to	2.55		4.47	to	6.14
	December 31, 2003	4,285,431		8.8040	to	13.7157		40,995,153			1.00		to	2.55		22.94	to	33.66	(y)
	December 31, 2002	2,563,610		6.6708	to	10.2978		17,299,280			1.00		to	2.25		(34.89	) to	2.98
	December 31, 2001 (b)	234,663		8.0788	to	9.9670		2,417,131			1.15		to	1.85		2.86	to	3.12
M1B
	December 31, 2005	1,009,270		9.1054	to	13.7750		9,646,490	0.28		1.00		to	2.10		1.97	to	3.12
	December 31, 2004	1,147,235		8.9065	to	13.4059		10,664,342			1.00		to	2.10		7.05	to	8.26
	December 31, 2003	1,302,763		8.2983	to	12.4271		11,315,398			1.00		to	2.10		20.27	to	21.62	(y)
	December 31, 2002	1,096,685		6.8823	to	10.2544		7,605,453	0.12		1.00		to	2.05		(30.61	) to	2.54
	December 31, 2001 (b)	352,547		8.0479	to	9.8053		3,443,901			1.15		to	1.85		(2.45	) to	(2.21	)
MFC
	December 31, 2005	1,040,497		12.6595	to	13.6546		13,434,901	8.52		1.00		to	2.10		(0.35	) to	0.92
	December 31, 2004	1,255,887		12.6361	to	13.5996		16,139,308	7.41		1.00		to	2.25		6.90	to	8.27
	December 31, 2003	1,401,637		11.7873	to	12.6501		16,730,020	8.78		1.00		to	2.25		18.48	to	20.00	(y)
	December 31, 2002	1,187,722		9.9081	to	10.6129		11,857,623	9.95		1.15		to	2.25		(0.24	) to	6.13
	December 31, 2001 (b)	375,235		8.4040	to	9.8255		3,706,867			1.15		to	1.85		(1.34	) to	(1.09	)
MFD
	December 31, 2005	159,853		8.6877	to	14.5036		1,507,529	0.37		1.15		to	2.05		(1.42	) to	(0.52	)
	December 31, 2004	228,056		8.7952	to	14.6089		2,141,711			1.15		to	2.05		8.51	to	9.51
	December 31, 2003	203,868		8.0892	to	13.3679		1,705,423			1.15		to	2.05		25.72	to	26.87	(y)
	December 31, 2002	175,129		6.4212	to	7.0533		1,134,232	0.16		1.15		to	2.05		(35.57	) to	(29.47	)
	December 31, 2001 (b)	75,869		7.6216	to	9.8565		737,135			1.15		to	1.85		(2.96	) to	(2.75	)
MFE
	December 31, 2005	666,466		12.9764	to	22.0157		9,136,391	0.84		1.15		to	2.35		14.23	to	15.63
	December 31, 2004	683,728		11.3020	to	19.0781		8,083,886	1.75		1.15		to	2.30		27.02	to	28.52
	December 31, 2003	711,851		8.8571	to	14.8751		6,513,154	2.44		1.15		to	2.30		32.90	to	34.47	(y)
	December 31, 2002	510,083		6.6338	to	11.0756		3,420,665	4.08		1.15		to	2.25		(33.11	) to	10.76
	December 31, 2001 (b)	282,084		7.5521	to	9.2085		2,517,114			1.15		to	1.85		(10.89	) to	(10.67	)

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

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

			At December 31								For year ended December 31
											Investment
					Unit Fair Value						Income		Expense Ratio					Total Return
			Units		lowest to highest					Net Assets	Ratio*		lowest to highest**					lowest to highest***
MFF
	December 31, 2005		256,526	$	9.5267	to	$	16.2236	$	2,678,183		%	1.15	%	to	2.15	%	6.40	%	to		7.65	%
	December 31, 2004		296,488		8.9127	to		15.1013		2,851,183			1.15		to	2.30		10.36		to		11.66
	December 31, 2003		334,738		8.0389	to		13.5516		2,853,477			1.15		to	2.30		28.12		to		29.63	(y)
	December 31, 2002		196,254		6.2456	to		10.4752		1,243,360			1.15		to	2.15		(37.03	)	to		4.75
	December 31, 2001	(b)	100,216		7.8897	to		9.2854		973,048			1.15		to	1.85		(3.06	)	to		(2.83	)
MFJ
	December 31, 2005		6,231,478		11.1911	to		13.4958		76,077,049	2.48		1.15		to	2.55		0.20		to		1.63
	December 31, 2004		6,635,879		11.1349	to		13.3058		80,195,913	2.43		1.15		to	2.55		8.30		to		10.03	(y)
	December 31, 2003		5,722,681		10.2496	to		12.1359		62,680,373	2.74		1.00		to	2.55		9.69		to		15.66	(y)
	December 31, 2002		3,318,943		8.9888	to		10.5296		30,878,557	2.83		1.00		to	2.10		(10.11	)	to		5.30
	December 31, 2001	(b)	869,203		8.1437	to		9.7889		8,657,514			1.15		to	1.85		(0.53	)	to		(0.29	)
MFK
	December 31, 2005		2,166,389		10.3163	to		11.4658		24,058,659	4.51		1.00		to	2.25		(0.28	)	to		0.99
	December 31, 2004		2,514,641		10.3297	to		11.3535		27,798,546	5.40		1.00		to	2.25		1.21		to		2.51
	December 31, 2003		3,381,658		10.1901	to		11.0752		36,675,804	4.46		1.00		to	2.25		(0.42	)	to		0.85	(y)
	December 31, 2002		3,416,760		10.2177	to		10.9818		37,239,740	3.48		1.00		to	2.25		2.18		to		8.42
	December 31, 2001	(b)	628,219		8.4902	to		10.2440		6,351,596			1.15		to	1.85		0.99		to		1.24
MFL
	December 31, 2005		604,951		10.3470	to		14.7514		6,547,574	0.83		1.15		to	2.30		4.96		to		6.19
	December 31, 2004		641,452		9.8134	to		13.9200		6,549,300	0.84		1.15		to	2.30		9.16		to		10.45
	December 31, 2003		716,658		8.9484	to		12.6285		6,749,487	0.92		1.15		to	2.30		19.64		to		21.04	(y)
	December 31, 2002		656,869		7.4454	to		10.4542		4,924,354	0.97		1.15		to	2.05		(23.48	)	to		4.54
	December 31, 2001	(b)	276,474		7.8888	to		9.6608		2,671,470			1.15		to	1.85		(3.49	)	to		(3.26	)
MIS
	December 31, 2005		3,336,892		5.9532	to		8.5938		23,869,194	0.52		1.15		to	1.85		2.45		to		3.33
	December 31, 2004		4,227,994		5.8080	to		8.3545		29,345,425	0.07		1.00		to	1.85		7.58		to		8.51
	December 31, 2003		5,040,025		5.3962	to		7.7346		32,510,969			1.00		to	1.85		21.11		to		22.15
	December 31, 2002		5,812,738		4.4535	to		6.3607		31,031,630	0.15		1.00		to	1.85		(29.39	)	to		(28.78	)
	December 31, 2001		7,310,990		6.8988	to		9.7996		55,294,423	0.11		1.10		to	1.85		(26.29	)	to		(25.65	)
MIT
	December 31, 2005		2,375,230		8.5905	to		10.2913		22,262,175	0.97		1.15		to	1.85		5.72		to		6.48
	December 31, 2004		2,926,859		8.1218	to		9.6953		25,813,920	1.02		1.15		to	1.85		9.91		to		10.71
	December 31, 2003		3,429,237		7.3857	to		8.7853		27,388,470	1.14		1.15		to	1.85		20.56		to		21.44
	December 31, 2002		3,718,258		6.1229	to		7.2574		24,563,903	1.07		1.00		to	1.85		(22.69	)	to		(22.12	)
	December 31, 2001		4,731,430		8.3767	to		9.9278		40,259,945	0.77		1.15		to	1.85		(17.30	)	to		(16.70	)
MMS
	December 31, 2005		213,236		11.3667					2,423,775	2.61		1.40						1.31
	December 31, 2004		318,670		11.2203					3,575,629	0.84		1.40						(0.57		)
	December 31, 2003		298,820		11.2846					3,372,148	0.63		1.40						(0.76		)
	December 31, 2002		496,876		11.3710					5,650,249	1.27		1.40						(0.12		)
	December 31, 2001		598,302		11.2904					6,809,800	3.44		1.25						2.34
NWD
	December 31, 2005		3,540,321		7.5558	to		14.3274		35,744,970			1.15		to	1.85		3.27		to	4.16
	December 31, 2004		4,180,165		7.3132	to		13.7746		40,726,503			1.00		to	1.85		5.49		to	6.41
	December 31, 2003		4,304,375		6.9289	to		12.9631		39,569,126			1.00		to	1.85		32.79		to	33.94
	December 31, 2002		4,545,469		5.2153	to		9.6919		31,691,182			1.00		to	1.85		(34.69	)	to	(34.13		)
	December 31, 2001		3,148,941		7.8672	to		14.4709		34,145,689			1.00		to	1.85		(6.88	)	to	(6.07		)
TRS
	December 31, 2005		3,564,758		12.1091	to		14.2654		48,229,715	2.64		1.15		to	1.85		1.12		to	1.85
	December 31, 2004		4,027,577		11.9625	to		14.0500		53,629,734	2.52		1.15		to	1.85		9.40		to	10.35		(y)
	December 31, 2003		4,431,211		10.9232	to		12.7901		53,649,144	3.27		1.00		to	1.85		14.98		to	15.98		(y)
	December 31, 2002		4,565,050		9.4901	to		11.0783		47,864,709	3.16		1.00		to	1.85		(7.46	)	to	(6.66		)
	December 31, 2001		4,188,905		10.2072	to		11.8762		47,271,929	3.01		1.10		to	1.85		(1.36	)	to	(0.50		)
UTS
	December 31, 2005		2,469,647		10.5958	to		16.0981		34,261,206	1.00		1.15		to	1.85		15.13		to	15.96
	December 31, 2004		2,734,745		9.1987	to		13.9190		32,174,241	1.97		1.15		to	1.85		27.96		to	28.89
	December 31, 2003		3,072,250		7.1853	to		10.8282		28,239,267	3.20		1.15		to	1.85		33.74		to	34.71
	December 31, 2002		3,365,478		5.3699	to		8.0597		23,176,843	3.80		1.00		to	1.85		(25.26	)	to	(24.72		)
	December 31, 2001		5,070,993		8.4643	to		12.6248		46,649,921	3.77		1.15		to	1.85		(25.72	)	to	(25.18		)

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

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		At December 31							For year ended December 31
									Investment
			Unit Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest				Net Assets		Ratio*		lowest to highest**					lowest to highest***
OP1
	December 31, 2005	408,070		$11.7581	to	$12.1623	$	5,002,406	0.43	%	1.15	%	to	1.70	%	5.23	%	to	5.83	%
	December 31, 2004	472,824		11.1105	to	11.5207		5,452,107	1.01		1.15		to	1.70		10.02		to	10.65
	December 31, 2003	572,983		10.0409	to	10.4385		5,990,517	1.41		1.15		to	1.70		26.20		to	27.11
	December 31, 2002	687,993		7.8992	to	8.2355		5,675,742	1.01		1.00		to	1.85		(22.87	)	to	(22.31	)
	December 31, 2001	1,054,691		10.7412	to	11.2525		11,224,190	0.93		1.15		to	1.85		(13.15	)	to	(8.08	)
OP2
	December 31, 2005	344,254		24.4939	to	26.8118		9,043,610			1.15		to	1.85		14.04		to	14.87
	December 31, 2004	405,762		21.3760	to	23.3597		9,290,313	0.10		1.15		to	1.70		17.13		to	17.98
	December 31, 2003	476,073		18.1632	to	19.8527		9,245,289			1.15		to	1.85		29.98		to	30.92
	December 31, 2002	579,459		13.9078	to	15.2044		8,615,606			1.00		to	1.85		(8.85	)	to	(8.19	)
	December 31, 2001	900,726		14.3036	to	15.6418		14,564,433	0.21		1.15		to	1.85		4.58		to	5.34
OP3
	December 31, 2005	147,235		15.1430	to	20.5920		2,670,997			1.15		to	1.85		(1.79	)	to	(1.08	)
	December 31, 2004	173,617		15.3457	to	20.8163		3,170,666	0.05		1.15		to	1.85		15.70		to	16.54
	December 31, 2003	237,694		13.2005	to	17.8622		3,686,836	0.06		1.15		to	1.85		40.02		to	41.03
	December 31, 2002	330,269		9.3830	to	12.6653		3,660,269	0.08		1.00		to	1.85		(23.09	)	to	(22.53	)
	December 31, 2001	536,606		11.3704	to	15.2911		7,470,840	1.07		1.15		to	1.85		6.32		to	7.09
OP4
	December 31, 2005	110,184		11.8381	to	12.3391		1,353,995	1.32		1.15		to	1.60		3.60		to	4.09
	December 31, 2004	145,797		11.3997	to	11.8861		1,724,996	1.55		1.15		to	1.60		8.88		to	9.50	(y)
	December 31, 2003	175,394		10.4103	to	10.8835		1,898,569	1.92		1.15		to	1.70		19.50		to	20.37	(y)
	December 31, 2002	206,097		8.6487	to	9.0659		1,860,060	2.18		1.00		to	1.85		(18.42	)	to	(17.83	)
	December 31, 2001	304,247		10.9367	to	11.5107		3,346,490	2.37		1.15		to	1.85		(6.44	)	to	(6.00	)
PHY
	December 31, 2005	5,685,755		11.6362	to	14.6893		82,096,357	6.56		1.15		to	2.55		1.48		to	2.94
	December 31, 2004	5,662,497		11.4668	to	14.3060		79,762,456	6.60		1.15		to	2.55		6.76		to	8.47	(y)
	December 31, 2003	5,046,425		10.7405	to	13.2837		66,020,259	7.14		1.00		to	2.55		7.41		to	21.68	(y)
	December 31, 2002 (d)	2,764,653		10.8107	to	10.9945		29,938,965	10.40		1.00		to	2.30		8.11		to	9.95
PMB
	December 31, 2005	3,718,255		12.5101	to	18.4759		66,498,698	5.04		1.00		to	2.55		7.97		to	9.68
	December 31, 2004	3,755,012		11.5871	to	16.7929		61,554,549	3.97		1.15		to	2.55		9.26		to	11.00	(y)
	December 31, 2003	3,397,699		10.6054	to	15.1763		50,681,753	4.91		1.00		to	2.55		6.05		to	30.37	(y)
	December 31, 2002 (d)	2,694,865		11.2045	to	11.6365		31,322,058	7.96		1.00		to	2.30		12.04		to	16.37
PRR
	December 31, 2005	1,742,533		11.3747	to	12.0220		20,389,050	2.78		1.00		to	2.25		(1.15	)	to	1.08
	December 31, 2004	1,673,196		11.3967	to	11.9780		19,484,866	1.00		1.15		to	2.25		6.46		to	7.68
	December 31, 2003	1,364,548		10.7050	to	11.1879		14,822,118	2.41		1.15		to	2.25		6.40		to	7.62	(y)
	December 31, 2002 (d)	161,628		10.0645	to	10.0894		1,660,281	3.29		1.00		to	2.30		0.64		to	0.89
PTR
	December 31, 2005	9,510,770		10.1577	to	11.2011		104,664,069	3.40		1.00		to	2.55		(0.15	)	to	1.43
	December 31, 2004	9,586,165		10.1732	to	11.0931		104,630,759	1.89		1.00		to	2.55		2.21		to	3.84
	December 31, 2003	8,040,150		9.9532	to	10.7591		85,028,589	2.79		1.00		to	2.55		(0.47	)	to	3.99	(y)
	December 31, 2002 (d)	4,171,216		10.1935	to	10.4195		42,621,301	4.28		1.00		to	2.30		1.93		to	4.20
RX1
	December 31, 2005	133,984		8.1474	to	16.7265		1,157,400	0.30		1.15		to	2.10		1.79		to	2.77
	December 31, 2004	137,931		7.9839	to	16.3411		1,155,170	0.04		1.15		to	2.10		12.21		to	13.30
	December 31, 2003	170,733		7.0970	to	14.4815		1,262,326			1.15		to	2.10		36.27		to	37.59	(y)
	December 31, 2002	178,307		5.1947	to	6.3585		937,500	3.43		1.15		to	2.05		(36.92	)	to	(36.42	)
	December 31, 2001 (a)	25,047		7.5481	to	9.1202		206,738	3.83		1.40		to	1.85		(17.65	)	to	(17.34	)
RX2
	December 31, 2005	151,690		7.2196	to	17.4308		1,270,177			1.15		to	2.10		(1.01	)	to	(0.05	)
	December 31, 2004	330,956		7.2744	to	17.4743		2,922,248			1.15		to	2.10		7.04		to	8.09
	December 31, 2003	552,205		6.7783	to	16.1999		4,257,452			1.15		to	2.10		42.37		to	43.75	(y)
	December 31, 2002	184,922		4.7490	to	11.2833		905,669			1.15		to	1.90		(41.43	)	to	12.83
	December 31, 2001 (a)	207,526		6.4472	to	8.2307		1,646,368			1.40		to	1.85		(20.84	)	to	(20.49	)

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

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002. Investement Income Ratio and Expense Ratio have been annualized.

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		At December 31								For year ended December 31
											Investment
			Unit Fair Value							Income					Expense Ratio				Total Return
		Units	lowest to highest				Net Assets			Ratio*					lowest to highest**				lowest to highest***
SB1
	December 31, 2005	40,865		$16.9932				$	694,460			0.84	%			1.40		%				2.61			%
	December 31, 2004	43,010		16.5603					712,430			0.54				1.40						6.81
	December 31, 2003	45,933		15.5041					712,300			0.26				1.40						37.12
	December 31, 2002	50,322		11.3073					569,133			0.36				1.40						(25.10	)
	December 31, 2001	58,507		15.3706					895,117			1.06				1.40						(0.84	)
SB2
	December 31, 2005	42,537		13.6989					582,749			1.18				1.40						5.06
	December 31, 2004	46,159		13.0390					601,852			1.46				1.40						8.85
	December 31, 2003	45,865		11.9790					549,419			1.44				1.40						30.51
	December 31, 2002	44,173		9.1789					405,465			1.10				1.40						(24.11	)
	December 31, 2001	46,806		12.4261					566,123			0.77				1.40						(5.48	)
SB3
	December 31, 2005	196,147		14.7654					2,927,433			4.70				1.40						1.06
	December 31, 2004	208,946		14.6110					3,084,437			4.61				1.40						5.17
	December 31, 2003	227,701		13.8926					3,194,920			5.04				1.40						11.67
	December 31, 2002	266,350		12.4412					3,343,591			4.55				1.40						7.34
	December 31, 2001	312,493		11.3543					3,651,666			4.01				1.40						5.43
SB4
	December 31, 2005	269,408		12.0476					3,258,897			1.83				1.40						1.89
	December 31, 2004	311,151		11.8238					3,692,182			1.77				1.40						7.23
	December 31, 2003	303,978		11.0262					3,364,835			1.77				1.40						14.32
	December 31, 2002	280,674		9.6453					2,719,538			1.25				1.40						(8.15	)
	December 31, 2001	377,628		10.5189					3,979,916			2.50				1.40						(2.18	)
SC1
	December 31, 2005	8,209,391		9.6332	to	11.0760			85,985,670			2.69		1.15		to	2.50			0.20		to		1.73
	December 31, 2004	9,989,638		9.5899	to	10.9024			102,780,734			0.79		1.00		to	2.55			(1.84	)	to		(0.27	)(y)
	December 31, 2003	9,408,598		9.7395	to	10.9475			97,978,157			0.56		1.00		to	2.50			(1.76	)	to		(0.46	)(y)
	December 31, 2002	13,525,823		9.9092	to	11.0128			143,088,640			1.11		1.00		to	2.25			(0.91	)	to		0.11
	December 31, 2001	10,787,454		10.6595	to	10.9209			115,305,491			3.13		1.00		to	1.85			1.66		to		2.55
SC2
	December 31, 2005	3,463,625		11.4816	to	13.5440			45,531,897			4.71		1.15		to	2.25			(0.32	)	to		0.81
	December 31, 2004	3,916,087		11.5190	to	13.4781			51,252,953			4.82		1.15		to	2.25			4.02		to		5.21	(y)
	December 31, 2003	4,713,218		11.0977	to	12.8517			58,964,013			5.26		1.15		to	2.10			7.18		to		8.40	(y)
	December 31, 2002	5,494,856		10.3315	to	11.8930			64,022,576			5.62		1.00		to	2.25			3.25		to		4.00
	December 31, 2001	7,089,173		10.7052	to	11.2878			79,912,659			6.01		1.15		to	1.85			5.24		to		6.01
SC3
	December 31, 2005	3,158,457		16.8526	to	29.0351			74,380,506			1.61		1.15		to	2.55			6.88		to		8.43
	December 31, 2004	3,421,485		15.7675	to	26.7785			74,964,847			1.67		1.15		to	2.55			29.91		to		31.98	(y)
	December 31, 2003	3,686,003		12.1371	to	20.3175			61,894,047					1.00		to	2.55			21.37		to		34.59	(y)
	December 31, 2002	3,241,508		9.5184	to	15.1589			42,368,386			6.02		1.00		to	2.25			(4.82	)	to		6.17
	December 31, 2001	1,408,479		11.0724	to	13.8086			18,358,466			5.46		1.15		to	1.85			10.47		to		11.27
SC5
	December 31, 2005	5,293,361		13.0984	to	22.9496			86,654,085			0.09		1.00		to	2.55			13.64		to		15.45
	December 31, 2004	5,905,259		11.4322	to	19.9695			84,049,652					1.00		to	2.55			13.17		to		14.98
	December 31, 2003	5,764,598		10.0189	to	17.4474			71,560,388					1.00		to	2.55			21.19		to		34.74	(y)
	December 31, 2002	5,545,133		7.4927	to	13.0085			51,368,231					1.00		to	2.25			(19.65	)	to		4.75
	December 31, 2001	4,473,960		8.7568	to	15.1331			51,486,712					1.00		to	1.85			(5.06	)	to		(4.24	)
SC7
	December 31, 2005	4,560,454		10.7293	to	16.2875			51,167,524			0.71		1.00		to	2.30			7.21		to		8.63
	December 31, 2004	4,738,650		9.9620	to	15.0463			49,162,052			0.66		1.15		to	2.30			9.86		to		11.33	(y)
	December 31, 2003	4,594,007		9.0262	to	13.5636			42,970,532			0.58		1.00		to	2.30			27.50		to		29.20	(y)
	December 31, 2002	4,409,222		7.0467	to	10.5355			31,678,763					1.00		to	2.15			(17.84	)	to		5.35
	December 31, 2001	3,692,440		8.5577	to	9.0832			32,120,228			0.53		1.00		to	1.85			(12.27	)	to		(11.51	)
SCB
	December 31, 2005	5,183,910		11.8636	to	17.3136			82,150,009					1.15		to	2.55			1.68		to		3.15
	December 31, 2004	5,487,756		11.6321	to	16.7874			84,451,283					1.15		to	2.55			15.40		to		17.24	(y)
	December 31, 2003	5,188,084		10.0485	to	14.4157			68,670,792			0.06		1.00		to	2.55			30.51		to		40.21	(y)
	December 31, 2002	4,469,212		7.2585	to	10.2435			42,832,704					1.00		to	2.25			(27.42	)	to		1.30
	December 31, 2001	1,560,208		10.1641	to	12.1750			19,339,906			0.03		1.15		to	1.85			6.89		to		7.66

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

			At December 31										For year ended December 31
													Investment
						Unit Fair Value							Income			Expense Ratio					Total Return
			Units			lowest to highest				Net Assets			Ratio*			lowest to highest**					lowest to highest***
SCM
	December 31, 2005	162,783		$	12.7995		to	19.6517	$		2,309,787	0.10		%	1.15		to	2.35	%	(3.04		)	to	(1.85	)%
	December 31, 2004	271,452			13.1607		to	20.0633			3,913,237	0.35			1.15		to	2.30		17.61			to	19.00	(y)
	December 31, 2003	201,242			11.1994		to	16.8941			2,371,760	2.09			1.15		to	2.30		49.38			to	51.13	(y)
	December 31, 2002 (e)	18,231			7.4631		to	7.4912			136,243	0.75			1.30		to	1.85		(25.37		)	to	(25.09	)

(e) For the period April 29, 2002 (commencement of operations) through December 31, 2002.

(y) As revised, to reflect an incorrect assumption in the calculation of the total return relating to the start date for new levels added to the sub-account during the period. See footnote ****

* 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.

**** Amounts below reflect total return as previously reported.

		Total Return					Total Return
		lowest to highest					lowest to highest
		as previously reported					as previously reported
		for the period ended					for the period ended
		December 31, 2004					December 31, 2003
AG2	(4.20		)	to	6.54	%		22.62		to	34.98	%
AG3								(0.64	)	to	22.48
AI7								19.18		to	38.45
AI8	21.10			to	48.04			3.21		to	27.34
AI9								(12.65	)	to	27.99
SGI	24.19			to	25.99			35.15		to	66.82
AL1								32.66		to	33.63
AN1	6.06			to	7.10			10.44		to	25.69
AN2								(14.49	)	to	48.87
AN3								(2.87	)	to	36.58
AN4	21.36			to	74.85			40.14		to	48.59
AN5	10.77			to	13.07			(8.28	)	to	52.18
FL1	12.50			to	13.83			7.03		to	29.88
FL2								(10.68	)	to	41.39
FL3	0.49			to	1.93			(21.21	)	to	35.94
FTG	13.41			to	58.24			29.43		to	38.47
FTI	16.03			to	57.61			29.04		to	36.96
GS2	14.17			to	37.93
GS3								23.28		to	36.53
GS4	5.72			to	17.44
GS7	(2.09		)	to	7.83			15.97		to	29.29
IV1	11.01			to	12.03			(6.63	)	to	47.81
IV2	(10.49		)	to	12.58			26.41		to	40.32
LA1								(0.18	)	to	37.39
LA2								2.51		to	30.31
LA3	18.17			to	35.90			(10.40	)	to	43.17
CAS								(45.99	)	to	27.25
GSS	1.84			to	2.58
HYS								18.80		to	20.34
M1A								(11.72	)	to	36.28

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four,

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts Included in Sun Life of C

Notes to Financial Statements - continued

(6) Financial Highlights - continued

		Total Return				Total Return
		lowest to highest				lowest to highest
		as previously reported				as previously reported
		for the period ended				for the period ended
		December 31, 2004				December 31, 2003
M1B					%		12.04		to	23.65	%
MFC							18.48		to	26.50
MFD							19.50		to	33.68
MFE							5.51		to	48.75
MFF							22.18		to	35.13
MFJ	8.30		to	19.30			2.50		to	20.93
MFK							(0.42	)	to	10.10
MFL							(9.23	)	to	25.84
TRS	9.40		to	10.20			14.98		to	19.36
OP4	8.99		to	9.50			4.45		to	20.37
PHY	6.76		to	8.31			7.41		to	32.51
PMB	9.26		to	10.84			6.05		to	51.76
PRR							6.57		to	11.88
PTR							(0.47	)	to	7.33
RX1							(28.93	)	to	44.81
RX2							(31.85	)	to	62.00
SC1	(1.79		) to	3.57			(2.03	)	to	(0.46	)
SC2	4.18		to	15.19			7.35		to	22.91
SC3	29.91		to	31.80			21.37		to	66.01
SC5							7.18		to	39.73
SC7	9.86		to	11.17			(5.76	)	to	34.96
SCB	15.40		to	17.08			0.76		to	44.16
SCM	17.61		to	97.95			12.09		to	68.94

Report of Independent Registered Public Accounting Firm

To the Participants in Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statements of condition of AIM V.I. Growth Series 2 Sub-Account, AIM V.I. Core Equity Series 2 Sub-Account, AIM V.I. Capital Appreciation Sub-Account, AIM V.I. Growth Sub-Account, AIM V.I. Growth and Income Sub-Account, AIM V.I. International Equity Sub-Account, AIM V.I Value Sub-Account, AIM V.I. Capital Appreciation Series 2 Sub-Account, AIM V.I. International Growth Series 2 Sub-Account, AIM V.I. Premier Equity Series 2 Sub-Account, Arnhold and S. Bleichroader First Eagle SoGen Overseas Variable Sub-Account, Alger American Growth Sub-Account, Alger American Income and Growth Sub-Account, Alger American Small Capitalization Sub-Account, Alliance VP Premier Growth Sub-Account, Alliance VP Technology Sub-Account, Alliance VP Growth and Income Sub-Account, Alliance VP Worldwide Privatization Sub-Account, Alliance VP Quasar Sub-Account, Credit Suisse Institutional Emerging Markets Sub-Account, Credit Suisse Institutional International Equity Sub-Account, Credit Suisse Institutional Global Post-Venture Capital Sub-Account, Credit Suisse Institutional Small Company Growth Sub-Account, Fidelity VIP Contrafund Sub-Account, Fidelity VIP Overseas Sub-Account, Fidelity VIP Growth Sub-Account, Franklin Templeton VIP Growth Securities Class 2 Sub-Account, Franklin Templeton VIP Foreign Securities Class 2 Sub-Account, Goldman Sachs VIT CORE Small Cap Equity Sub-Account, Goldman Sachs VIT CORE U.S. Equity Sub-Account, Goldman Sachs VIT Growth and Income Sub-Account, Goldman Sachs VIT International Equity Sub-Account, Goldman Sachs VIT Capital Growth Sub-Account, INVESCO VIF Dynamics Sub-Account, INVESCO VIF Small Company Growth Sub-Account, J.P. Morgan Trust II U.S. Disciplined Equity Sub-Account, J.P. Morgan Trust II International Opportunities Sub-Account, J.P. Morgan Trust II Small Company Sub-Account, Lord Abbett Growth and Income Sub-Account, Lord Abbett Mid Cap Value Sub-Account, Lord Abbett International Sub-Account, MFS/Sun Life Capital Appreciation Sub-Account, MFS/Sun Life Emerging Growth Sub-Account, MFS/Sun Life Government Securities Sub-Account, MFS/Sun Life High Yield Sub-Account, MFS/Sun Life New Discovery S Class Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock S Class Sub-Account, MFS/Sun Life High Yield S Class Sub-Account, MFS/Sun Life Capital Appreciation S Class Sub-Account, MFS/Sun Life Utilities S Class Sub-Account, MFS/Sun Life Emerging Growth S Class Sub-Account, MFS/Sun Life Total Return S Class Sub-Account, MFS/Sun Life Government Securities S Class Sub-Account, MFS/Sun Life Massachusetts Investors Trust S Class Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock Sub-Account, MFS/Sun Life Massachusetts Investors Trust Sub-Account, MFS/Sun Life Money Market Sub-Account, MFS/Sun Life New Discovery Sub-Account, MFS/Sun Life Total Return Sub-Account, MFS/Sun Life Utilities Sub-Account, OCC Accumulation Equity Sub-Account, OCC Accumulation Mid Cap Sub-Account, OCC Accumulation Small Cap Sub-Account, OCC Accumulation Managed Sub-Account, PIMCO VIT High Yield Sub-Account, PIMCO VIT Emerging Markets Bond Sub-Account, PIMCO VIT Real Return Sub-Account, PIMCO VIT Total Return Sub-Account, Rydex VT Nova Sub-Account, Rydex VT OTC Sub-Account, Salomon Brothers VS Capital Sub-Account, Salomon Brothers VS Investors Sub-Account, Salomon Brothers VS Strategic Bond Sub-Account, Salomon Brothers VS Total Return Sub-Account, Sun Capital Money Market Sub-Account, Sun Capital Investment Grade Bond Sub-Account, Sun Capital Real Estate Sub-Account, Sun Capital SC Blue Chip Mid Cap Sub-Account, Sun Capital SC Davis Venture Value Sub-Account, Sun Capital SC Value Small Cap Sub-Account, and Sun Capital SC Value All Cap Sub-Account of Sun Life of Canada (U.S.) Variable Account F (collectively the "Sub-Accounts"), as of December 31, 2005, 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 five years in the period then ended. These financial statements and financial highlights are the responsibility of the Sub-Accounts 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 and financial highlights are free of material misstatement. The Sub-Accounts are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Sub-Accounts' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, 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, 2005, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/Deloitte & Touche LLP

Boston, Massachusetts

April 7, 2006

</R>

PART C

OTHER INFORMATION

Item 24.

FINANCIAL STATEMENTS AND EXHIBITS

(a)	The following Financial Statements are included in the Registration Statement:
	A.	Condensed Financial Information - Accumulation Unit Values (Part A)
	B.	Financial Statements of the Depositor (Part B)
		1.	Consolidated Statements of Income, Years Ended December 31, 2005, 2004 and 2003;
		2.	Consolidated Balance Sheets, December 31, 2005 and 2004,
		3.	Consolidated Statements of Comprehensive Income, Years Ended December 31, 2005, 2004 and 2003;
		4.	Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2005, 2004 and 2003;
		5.	Consolidated Statements of Cash Flows, Years Ended December 31, 2005, 2004 and 2003;
		6.	Notes to Consolidated Financial Statements; and
		7.	Report of Independent Registered Public Accounting Firm.
	C.	Financial Statements of the Registrant (Part B)
		1.	Statement of Condition, December 31, 2005;
		2.	Statement of Operations, Year Ended December 31, 2005;
		3.	Statements of Changes in Net Assets, Years Ended December 31, 2005 and December 31, 2004;
		4.	Notes to Financial Statements; and
		5.	Report of Independent Registered Public Accounting Firm.
(b)	The following Exhibits are incorporated in the Registration Statement by reference unless otherwise indicated:
(1)	Resolution of Board of Directors of the Depositor dated December 3, 1985 authorizing the establishment of the Registrant (Incorporated herein by reference to Exhibit 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on October 14, 1997);
(2)	Not Applicable;
(3)(a)	Specimen Marketing Services Agreement between the depositor, Sun Life of Canada (U.S.) Distributors, Inc., and Clarendon Insurance Agency, Inc. (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)(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 of the Registrant on Form N-4, File No. 333-37907, filed on January 16, 1998); and
(3)(b)(iii)	Specimen 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);
(4)(a)	Specimen Flexible Payment Combination Fixed/Variable Group Annuity Contract (Incorporated herein by reference to the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997);
(4)(b)	Specimen Certificate to be issued in connection with the Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997);
(5)(a)	Specimen Application to be used with the Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997);
(5)(b)	Specimen Application to be used with the Certificate filed as Exhibit 4(b) (Incorporated herein by reference to the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997);
(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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 1999);
(8)(b)(i)	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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 1999);
(8)(b)(ii)	Amendment No. 1 dated December 14, 1998 to Participation Agreement filed as Exhibit 8(b)(i) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement of the Registrant on Form N-4, File No. 33-41628, filed April 23, 1999);
(8)(b)(iii)	Amendment No. 2 dated as of March 15, 1999 to Participation Agreement filed as Exhibit 8(b)(i) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement of the Registrant on Form N-4, File No. 33-41628, filed April 23, 1999);
(8)(c)	Fund 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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 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 of the Registrant on Form N-4, File No. 33-41628, filed April 23, 1999);
(8)(g)	Participation Agreement dated February 17, 1998 by and amomg the Depositor, AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., and Claredon Insurance Agency, Inc.; (Incorporated herein by reference to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-82957, filed February 3, 2000);
(8)(h)	Participation Agreement dated August 18, 1999 by and among the Depositor, Sun Capital Advisers Trust and Sun Capital Advisers, Inc.;(Incorporated herein by reference to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-82957, filed February 3, 2000);
(8)(i)	Participation Agreement dated February 17, 1998 by and among the Depositor, Salomon Brothers Variable Series Funds Inc., and Salomon Brothers Asset Management Inc. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-41438, filed September 25, 2000);
(9)	Opinion of Counsel and Consent to its use as to the legality of the securities being registered (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);
(10)(a)	Consent of Independent Registered Public Accounting Firm;*
(b)	Representation of Counsel pursuant to Rule 485(b);*
(11)	Financial Statement Schedules I and VI (Incorporated herein by reference from the Annual Report of the Depositor on Form 10-K for the fiscal year ended December 31, 2005, filed on March 23, 2006);
(12)	Not Applicable;
(13)	Schedule for Computation of Performance Quotations (Incorporated herein by reference to Exhibit 13 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)	Powers of Attorney;*
(16)	Organizational Chart (Incorporated herein by reference to Exhibit 16 to Post-Effective Amendment No. 16 to the Registration Statement of the Registrant on Form N-4, File No. 333-83516, filed on April 11, 2006.

* Filed herewith.

Item 25. DIRECTORS AND OFFICERS OF THE 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, Ontario Canada 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, SC 105D10 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 and General Manager, 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
James M.A. Anderson Sun Life Assurance Company of Canada 150 King Street West, SC 104A25 Toronto, Ontario Canada M5H 1J9	Executive Vice President and Chief Investment Officer
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
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

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

No person is directly or indirectly controlled by the Registrant. The Registrant is a separate account of Sun Life Assurance Company of Canada (U.S.), a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada-U.S. Operations Holdings, Inc., which is, in turn, a wholly-owned subsidiary of Sun Life Assurance Company of Canada.

The organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 16 to Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, File No. 333-83516, filed April 11, 2006.

None of the companies listed in such Exhibit 16 is a subsidiary of the Registrant, therefore the only financial statements being filed are those of Sun Life Insurance and Annuity Company of Canada (U.S.).

Item 27. NUMBER OF CONTRACT OWNERS

As of March 17, 2006, there were 386 qualified and 736 non-qualified Contracts issued and outstanding.

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.) provides for the indemnification of directors, officers and employees of Sun Life Assurance Company of Canada (U.S.). Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Sun Life Assurance Company of Canada (U.S.) pursuant to the certificate of incorporation, by-laws, or otherwise, Sun Life (U.S.) has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Sun Life (U.S.) of expenses incurred or paid by a director, officer, controlling person of Sun Life (U.S.) in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Sun Life (U.S.) will submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act, unless in the opinion of their counsel the matter has been settled by controlling precedent, and will be governed by the final adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.), acts as general distributor for the Registrant, Sun Life of Canada (U.S.) Variable Accounts C, D, E, G, H and I, 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, and Total Return Variable Account.

Name and Principal	Position and Offices
Business Address*	with Underwriter
Katherine E. Sarvary	President
Claude A. Accum	Director
Gary Corsi	Director
Mary M. Fay	Director
Ellen B. King	Secretary
Ann B. Teixeira	Assistant Vice President, Compliance
Thomas Horack	Chief Compliance Officer
Michael L. Gentile	Vice President
John E. Coleman	Vice President
Nancy C. Atherton	Assistant Vice President & Tax Officer

*The principal business address of all directors and officers of the principal underwriter, is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481

(b) Inapplicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

Item 31. MANAGEMENT SERVICES

Not Applicable.

Item 32. UNDERTAKINGS

The Registrant hereby undertakes:

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

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective 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 the 26th day of April, 2006.

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

*By:       /s/SANDRA M. DADALT

              Sandra M. DaDalt

              Assistant Vice President

              and Senior Counsel

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities with the Depositor and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Robert C. Salipante	President and Director	April 26, 2006
Robert C. Salipante	(Principal Executive Officer)
/s/ Gary Corsi	Vice President, Chief Financial Officer and	April 26, 2006
Gary Corsi	Treasurer and Director
	(Principal Financial and Accounting Officer)
*By: /s/ Sandra M. DaDalt	Attorney-in-Fact for:	April 26, 2006
Sandra M. DaDalt	C. James Prieur, Chairman and Director
	Donald A. Stewart, Director
	Thomas A. Bogart, Director
	Paul W. Derksen, Director
	Scott M. Davis, Director and Vice President and General           Counsel
	Mary M. Fay, Director and Vice President and General           Manager, Annuities

*Sandra M. DaDalt has signed this document on the indicated date on behalf of the above Directors 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. Resolution of the Board of Directors is incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on or about February 5, 2004. Powers of attorney are included herein as Exhibit (15)(a).

EXHIBIT INDEX

10 (a)	Consent of Independent Registered Public Accounting Firm
10 (b)	Representation of Counsel pursuant to Rule 485(b)
15 (a)	Powers of Attorney