SUN LIFE OF CANADA U S VARIABLE ACCOUNT I
485BPOS, 2000-04-27
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<PAGE>

                                                     Registration No. 333-68601

      As Filed with the Securities and Exchange Commission on April 27, 2000

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                            Post-Effective Amendment No. 3

                                      FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
              SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                       N-8B-2

A.   Exact name of trust: Sun Life of Canada (U.S.) Variable Account I

B.   Name of depositor: Sun Life Assurance Company of Canada (U.S.)

C.   Complete address of depositor's principal executive offices:

          One Sun Life Executive Park
          Wellesley Hills, Massachusetts 02481

D.   Name and complete address of agent for service:

          Ellen B. King
          Secretary
          Sun Life Assurance Company of Canada (U.S.)
          One Sun Life Executive Park
          Wellesley Hills, Massachusetts 02481

     Copies to:

          Michael Berenson, Esq.
          Jorden Burt Boros Cicchetti Berenson & Johnson LLP
          Suite 400 East
          1025 Thomas Jefferson St. N.W.
          Washington, D.C. 20007-0805

     It is proposed that this filing will become effective (check appropriate
box)

     ___   immediately upon filing pursuant to paragraph (b)

     _X_   on May 1, 2000 pursuant to paragraph (b)

     ___   60 days after filing pursuant to paragraph (a)(l)

     ___   on (date) pursuant to paragraph (a)(l) of Rule 485.


E.   Title of securities being registered:

          Flexible Premium Combination Fixed and Variable Life Insurance
          Policies.

F.   Approximate date of proposed public offering:

          As soon as practicable after the effective date of this
          Registration Statement.



<PAGE>

                      RECONCILIATION AND TIE BETWEEN
                        FORM N-8B-2 AND PROSPECTUS

ITEM NO. OF
FORM N-8B-2              CAPTION IN PROSPECTUS
- -----------              ---------------------

     1.                  Cover page

     2.                  Cover page

     3.                  Not applicable

     4.                  Distribution of Policy

     5.                  The Variable Account

     6.                  The Variable Account

     7.                  Not applicable

     8.                  Other Information -- Financial Statements

     9.                  Other Information -- Legal Proceedings

     10.                 Summary of Policy; The Variable Account; The Funds;
                         About the Policy; Voting Rights; Federal Income Tax
                         Considerations

     11.                 Summary of Policy; The Variable Account; The Funds

     12.                 Summary of Policy; The Funds

     13.                 Summary of Policy; Expenses of the Funds; About the
                         Policy -- Charges and Deductions; Distribution of
                         Policy; Federal Income Tax
                         Considerations

     14.                 About the Policy -- Policy Application, Issuance and
                         Initial Premium

     15.                 About the Policy -- Policy Application, Issuance and
                         Initial Premium, -- Right of Return Period, -- Premium
                         Payments, -- Account Value, -- Transfer Privileges

     16.                 The Funds; About the Policy -- Premium Payments,
                         -- Account Value, -- Transfer Privileges,
                         -- Surrenders and Surrender Charges, -- Partial
                         Surrenders, -- Policy Loans

     17.                 Summary of Policy; About the Policy -- Account Value,
                         -- Surrenders and Surrender Charges, -- Right of
                         Return Period

     18.                 The Variable Account; About the Policy -- Account
                         Value

     19.                 About the Policy -- Other Policy Provisions -- Reports
                         to Owner

     20.                 Not applicable


                            I-2
<PAGE>

     21.                 About the Policy -- Policy Loans, -- Death Benefit,
                         -- Account Value

     22.                 Not applicable

     23.                 Our Directors and Executive Officers

     24.                 Not applicable

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

     26.                 Not applicable

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

     28.                 Sun Life Assurance Company of Canada (U.S.); Our
                         Directors and Executive Officers

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

     30.                 Not applicable

     31.                 Not applicable

     32.                 Not applicable

     33.                 Not applicable

     34.                 Not applicable

     35.                 Distribution of Policy

     36.                 Not applicable

     37.                 Not applicable

     38.                 Distribution of Policy

     39.                 Sun Life Assurance Company of Canada (U.S.);
                         Distribution of Policy

     40.                 Not applicable

     41.                 Sun Life Assurance Company of Canada (U.S.);
                         Distribution of Policy

     42.                 Not applicable

     43.                 Not applicable

     44.                 About the Policy -- Application, Issuance and
                         Initial Premium, -- Right of Return Period, -- Premium
                         Payments, -- Account Value, -- Transfer Privileges,
                         -- Charges and Deductions

     45.                 Not applicable

     46.                 About the Policy -- Application, Issuance and
                         Initial Premium, -- Right of Return Period, -- Premium
                         Payments, -- Account Value, -- Transfer Privileges

                               I-3
<PAGE>

     47.                 The Funds

     48.                 Cover page; Sun Life Assurance Company of Canada
                         (U.S.); The Variable Account

     49.                 Not applicable

     50.                 The Variable Account

     51.                 Summary of Policy; Sun Life Assurance Company of Canada
                         (U.S.); About the Policy

     52.                 The Funds; The Variable Account; About the Policy
                         -- Other Policy Provisions -- Addition, Deletion or
                         Substitution of Investments, -- Modification

     53.                 Federal Income Tax Considerations

     54.                 Not applicable

     55.                 Not applicable

     56.                 Not applicable

     57.                 Not applicable


     58.                 Not applicable


     59.                 Not applicable

                               I-4

<PAGE>




                               PART I

<PAGE>
[LOGO]

                                                                      PROSPECTUS

One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
(800) 700-6554

                   FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE

                  SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
   A FLEXIBLE PREMIUM COMBINATION FIXED AND VARIABLE UNIVERSAL LIFE INSURANCE
                                     POLICY

    This prospectus describes the variable portions of a combination fixed and
variable universal life insurance policy (the "POLICY") issued by Sun Life
Assurance Company of Canada (U.S.) ("WE" or "US"). The Policy allows "YOU," the
policyowner, within certain limits, to:

    -   choose the type and amount of insurance coverage you need and
        increase or decrease that coverage as your insurance needs
        change;

    -   choose the amount and timing of premium payments;

    -   allocate net premium payments among 32 investment options
        (including 31 variable investment options and one fixed
        account investment option) and transfer Account Value among
        available investment options as your investment objectives
        change; and

    -   access your Policy's Account Value through loans and partial
        or total surrenders.

    This prospectus contains important information you should understand before
purchasing a Policy. We use certain special terms which are defined in
Appendix A. You should read this prospectus carefully and keep it for future
reference.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                  May 1, 2000

<PAGE>
                    VARIABLE SUB-ACCOUNT INVESTMENT OPTIONS

    The assets of Sun Life of Canada (U.S.) Variable Account I (the "Variable
Account") are divided into 31 variable Sub-Accounts. Each Sub-Account uses its
assets to purchase, at their net asset value, shares of the following mutual
funds or series thereof (the "Funds").


<TABLE>
<S>                                             <C>
AIM VARIABLE INSURANCE FUNDS, INC.              MFS/SUN LIFE SERIES TRUST
  AIM V.I. Capital Appreciation Fund            Capital Appreciation Series
  AIM V.I. Growth Fund                          Emerging Growth Series
  AIM V.I. Growth and Income Fund               Government Securities Series
  AIM V.I. International Equity Fund            High Yield Series
                                                Massachusetts Investors Growth Stock Series
THE ALGER AMERICAN FUND                         Massachusetts Investors Trust Series
  Alger American Growth Portfolio               New Discovery Series
  Alger American Income and Growth Portfolio    Total Return Series
  Alger American Small Capitalization           Utilities Series
Portfolio
GOLDMAN SACHS VARIABLE INSURANCE TRUST
  Goldman Sachs VIT CORE(SM) Large Cap Growth   OCC ACCUMULATION TRUST
Fund                                            Equity Portfolio
  Goldman Sachs VIT CORE(SM) Small Cap Equity   Managed Portfolio
Fund                                            Mid Cap Portfolio
  Goldman Sachs VIT CORE(SM) U.S. Equity Fund   Small Cap Portfolio
  Goldman Sachs VIT Growth and Income Fund
  Goldman Sachs VIT International Equity Fund

                                                SUN CAPITAL ADVISERS TRUST
                                                Sun Capital Blue Chip Mid Cap Fund
                                                Sun Capital Investment Grade Bond Fund
                                                Sun Capital Investors Foundation Fund
                                                Sun Capital Money Market Fund
                                                Sun Capital Real Estate Fund
                                                Sun Capital Select Equity Fund
</TABLE>


                              FIXED ACCOUNT OPTION

    We periodically credit interest on amounts allocated to the fixed account
option at an effective annual rate guaranteed to be at least 3%.

                        II            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                          TABLE OF CONTENTS


<TABLE>
<CAPTION>
                               TOPIC                                                      PAGE
                               -----                                                    --------
                               <S>                                                      <C>
                               Summary of Policy......................................      1
                               Sun Life Assurance Company of Canada (U.S.)............      7
                               The Variable Account...................................      8
                               The Funds..............................................      9
                               Fees and Expenses of the Funds.........................     14
                               Our General Account....................................     14
                               Investment Programs....................................     15
                                   Dollar Cost Averaging..............................     15
                                   Asset Rebalancing..................................     15
                                   Asset Allocation...................................     16
                               About the Policy.......................................     16
                                 Policy Application, Issuance and Minimum Initial
                                   Premium............................................     16
                                 Right of Return Period...............................     17
                                 Premium Payments.....................................     18
                                   Premium............................................     18
                                   Net Premiums.......................................     18
                                   Allocation of Net Premium..........................     18
                                   Planned Periodic Premiums..........................     19
                                 Death Benefit........................................     19
                                 Changes in Specified Face Amount.....................     21
                                   Minimum Changes....................................     21
                                   Increases..........................................     21
                                   Decreases..........................................     21
                               Accessing Your Account Value...........................     21
                                 Surrenders and Surrender Charges.....................     21
                                 Partial Surrenders...................................     24
                                 Policy Loans.........................................     24
                                 Transfer Privileges..................................     25
                                 Account Value........................................     26
                                   Variable Account Value.............................     27
                                   Net Investment Factor..............................     28
                                   Fixed Account Value................................     29
                                   Insufficient Value.................................     30
                                   Minimum Premium Test (No-Lapse Guarantee)..........     30
                                   Grace Period.......................................     31
                                   Splitting Units....................................     31
                                 Charges and Deductions...............................     31
                                   Expense Charges Applied to Premium.................     31
                                   Mortality and Expense Risk Charge..................     31
</TABLE>


                        III           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>


<TABLE>
<CAPTION>
                               TOPIC                                                      PAGE
                               -----                                                    --------
                               <S>                                                      <C>
                                   Monthly Expense Charge.............................     32
                                   Monthly Cost of Insurance..........................     32
                                   Monthly Cost of Insurance Rates....................     33
                                   Basis of Computation...............................     33
                                 Waivers and Reduced Charges;.........................     33
                                 Maturity.............................................     33
                                 Maturity Date Extension..............................     34
                                 Supplemental Benefits................................     34
                                   Accelerated Benefits Rider.........................     34
                                   Accidental Death Benefit Rider.....................     35
                                   Waiver of Monthly Deductions Rider.................     36
                                   Payment of Stipulated Amount Rider.................     37
                                 Termination of Policy................................     38
                                 Reinstatement........................................     39
                                 Deferral of Payment..................................     40
                                 Rights of Owner......................................     40
                                 Rights of Beneficiary................................     41
                                 Other Policy Provisions..............................     41
                                   Addition, Deletion or Substitution of
                                     Investments......................................     41
                                   Entire Contract....................................     41
                                   Alteration.........................................     42
                                   Modification.......................................     42
                                   Assignments........................................     42
                                   Nonparticipating...................................     42
                                   Misstatement of Age or Sex (Non-Unisex Policy).....     42
                                   Suicide............................................     43
                                   Incontestability...................................     43
                                   Report to Owner....................................     43
                                   Illustrations......................................     43
                               Performance Information................................     43
                                 Portfolio Performance................................     44
                                 Adjusted Portfolio Performance.......................     44
                                 Other Information....................................     44
                               Federal Income Tax Considerations......................     45
                                 Tax Status of the Policy.............................     46
                                 Diversification of Investments.......................     46
                                 Tax Treatment of Policy Benefits.....................     47
                                   Life Insurance Death Benefit Proceeds..............     47
                                   Tax Deferred Accumulation..........................     47
                                   Distributions......................................     47
                                   Modified Endowment Contracts.......................     47
                                   Distributions under Modified Endowment Contracts...     48
</TABLE>


                        IV            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>


<TABLE>
<CAPTION>
                               TOPIC                                                      PAGE
                               -----                                                    --------
                               <S>                                                      <C>
                                   Distributions under a Policy That Is Not a MEC.....     49
                                   Policy Loan Interest...............................     49
                                   Multiple Policies..................................     49
                                   Federal Income Tax Withholding.....................     50
                                 Our Taxes............................................     50
                               Distribution of Policy.................................     50
                               Voting Rights..........................................     51
                               Our Directors and Executive Officers...................     52
                               Other Information......................................     56
                                 State Regulation.....................................     56
                                 Legal Proceedings....................................     57
                                 Experts..............................................     57
                                 Accountants..........................................     57
                                 Incorporation of Certain Documents by Reference......     57
                                 Registration Statements..............................     58
                                 Financial Statements.................................     58
                               Appendix A--Glossary of Policy Terms...................    A-1
                               Appendix B--Table of Death Benefit Percentages.........    B-1
                               Appendix C--Sample Hypothetical Illustrations..........    C-1
</TABLE>


               THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
           JURISDICTION WHERE THE OFFERING WOULD NOT BE LAWFUL. YOU SHOULD RELY
           ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR IN THE
           PROSPECTUS OR STATEMENT OF ADDITIONAL INFORMATION OF THE FUNDS. WE
           HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS
           DIFFERENT.

                        V             FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                        SUMMARY OF POLICY

                       RIGHT OF RETURN PERIOD

                           You may return your Policy to us for any reason and
                       receive a refund within 10 days from the date of receipt
                       of your Policy. A longer period may apply in some states.

                       PREMIUM PAYMENTS


                       -   You must make a minimum initial premium payment, the
                           amount of which will vary based on various factors,
                           including your age, sex and rating class.


                       -   Thereafter, you choose the amount and timing of
                           premium payments, within certain limits.

                       -   You may allocate your net premium payments among the
                           Policy's available investment options.

                       DEATH BENEFIT

                       -   You have a choice of two death benefit options--

<TABLE>
<S>                           <C>
SPECIFIED FACE AMOUNT is the  -  the SPECIFIED FACE AMOUNT; or
minimum amount of life            -  the sum of the Specified Face Amount and the Account Value of your Policy.
insurance in your Policy.     -  For each option, the death benefit may be greater if necessary to satisfy
                                federal tax laws.
</TABLE>

                       -   After the first Policy Year, you may:

                           -   change your death benefit option;

                           -   increase the Specified Face Amount,
                               subject to satisfactory evidence of
                               insurability; or

                           -   decrease the Specified Face Amount,
                               provided that the Specified Face
                               Amount after the decrease is not less
                               than an amount we specify in your
                               Policy.

                       THE VARIABLE ACCOUNT

                       -   We have established a variable separate account to
                           fund the variable benefits under the Policy.

                       -   The assets of the variable separate account are
                           insulated from the claims of our general creditors.

                                      FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       INVESTMENT OPTIONS

                       -   You may allocate your net premium payments among the
                           31 variable Sub-Accounts and the fixed account option
                           listed on page ii of this prospectus.

                       -   Each Sub-Account invests exclusively in shares of a
                           mutual fund portfolio.

                       -   You may transfer amounts from one Sub-Account to
                           another or to the Fixed Account Value, subject to any
                           limits that may be imposed by the Funds.

                       -   You may transfer amounts from the fixed account
                           option, subject to our rules as they may exist from
                           time to time.

                       SUPPLEMENTAL BENEFITS


                       -   You may supplement your policy with the following
                           riders where available--


                           -   accelerated benefits;

                           -   accidental death benefit;

                           -   waiver of monthly deductions; and

                           -   payment of stipulated amount.

                       -   We will deduct the cost, if any, of the rider(s) from
                           your Policy's Account Value on a monthly basis.

                       ACCESSING YOUR POLICY'S ACCOUNT VALUE

<TABLE>
<S>                           <C>
CASH SURRENDER VALUE is       -
Account Value minus any       You may borrow from us using your Account Value as collateral. Loans may be
surrender charges and the       taxable events if your Policy is a "modified endowment contract" for federal
amount of any Policy Debt.      income tax purposes and the value of your Policy exceeds its cost.
The SURRENDER CHARGE PERIOD   -  You may surrender your Policy for its CASH SURRENDER VALUE. If you surrender
ends 10 years after you pur-    your Policy during the SURRENDER CHARGE PERIOD, you will incur any applicable
chase or increase the Speci-    surrender charges.
fied Face Amount of your      -  You may make a partial surrender of some of your Policy's Cash Surrender Value
Policy.                         after the Policy has been in force for one year. A partial surrender will cause
                                a decrease in the Specified Face Amount of your Policy if your death benefit
                                option is the Specified Face Amount.
</TABLE>

                          2           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       ACCOUNT VALUE

<TABLE>
<S>                           <C>
ACCOUNT VALUE is the sum of   -
the amounts in each Sub-      Your Policy's ACCOUNT VALUE will reflect--
Account and the Fixed             -  the premiums you pay;
Account Value with respect        -  the investment performance of the Sub-Accounts you select, and/or the
to your Policy.                     interest credited in the fixed account option;
                                  -  any loans or partial surrenders;
                                  -  the charges we deduct under the Policy.
</TABLE>

                       POLICY CHARGES AND DEDUCTIONS

                       -   EXPENSE CHARGES APPLIED TO PREMIUMS--We will deduct a
                           charge from your premium payments not to exceed 7.25%
                           for sales load and our federal, state and local tax
                           obligations. The current charge is 5.25%.


                       -   MORTALITY AND EXPENSE RISK CHARGE--We deduct a daily
                           charge from your Variable Account Value for the
                           mortality and expense risks we assume with respect to
                           the Policy. The guaranteed maximum daily rate is
                           equivalent to an annual rate of 0.90% of the Variable
                           Account Value. Effective June 1, 2000, our current
                           daily rates will change and be equivalent to annual
                           rates of--



                           -   0.60% for Policy Years 1 through 10;
                               and



                           -   0.20% thereafter.



                          Until that date, our current daily rates are
                          equivalent to annual rates of--



                           -   0.80% for Policy Years 1 through 10;



                           -   0.50% thereafter.


                       -   MONTHLY COST OF INSURANCE CHARGE--We will deduct a
                           monthly charge from your Account Value for the cost
                           of insurance. Our guaranteed monthly cost of
                           insurance rates are based on the 1980 Commissioner's
                           Standard Ordinary Smoker and Nonsmoker Mortality
                           Tables. The applicable charge will vary based on the
                           amount of insurance coverage you request and other
                           factors, including the insured's age, sex and rating
                           class.

                       -   MONTHLY EXPENSE CHARGE--We deduct a monthly charge of
                           $8.00 from your Account Value for the administration
                           of your Policy.

                       -   MONTHLY COST OF SUPPLEMENTAL BENEFITS--We will deduct
                           a monthly charge from your Account Value for the
                           cost, if any, of any supplemental benefit riders
                           issued with your Policy. The applicable charge will
                           vary based on various factors which may include,
                           among others, the amount of coverage and the
                           insured's age, sex and rating class.

                          3           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       -   SURRENDER CHARGES--Within the first 10 Policy Years
                           or the 10 Policy Years following an increase in
                           Specified Face Amount, we will deduct a surrender
                           charge if you surrender your Policy or request a
                           decrease in the Specified Face Amount. The charge
                           will be 100% of the base surrender charge in the
                           first five Policy Years, or the first five Policy
                           Years after an increase in Specified Face Amount,
                           scaling down to zero after 10 Policy Years. The base
                           surrender charge will be an amount based on certain
                           factors, including the Specified Face Amount and the
                           insured's age, sex and rating class. The following
                           are examples of surrender charges at representative
                           Issue Ages.

                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                          (Non-tobacco Male)

<TABLE>
<CAPTION>
                               ISSUE AGE 25   ISSUE AGE 35   ISSUE AGE 45
                               ------------   ------------   ------------
                               <S>            <C>            <C>
                                  $ 4.63         $ 5.77         $ 7.74

<CAPTION>
                               ISSUE AGE 55   ISSUE AGE 65   ISSUE AGE 75
                               ------------   ------------   ------------
                               $      11.25   $      22.38   $      31.38
                               <S>            <C>            <C>
</TABLE>

                       -   INTEREST ON POLICY LOANS--Policy loans accrue
                           interest daily at 4% annually during Policy Years 1
                           through 10 and 3% annually thereafter.

                       FEES AND EXPENSES OF THE FUNDS


<TABLE>
<S>                           <C>
You should read the           You will indirectly bear the costs of investment management fees and other
Funds' prospectuses before    expenses paid from the assets of the Funds you select. The following table shows
investing.                    the fees and expenses paid by the Funds as a percentage of average net assets
                              based on information for the year ended December 31, 1999. This information was
                              provided by the Funds and we have not independently verified it. The Funds' fees
                              and expenses are more fully described in the current prospectuses for the Funds.
                              You should read them before investing.
</TABLE>






                                  UNDERLYING FUND ANNUAL EXPENSES (1)
                                 (as a percentage of Fund net assets)



<TABLE>
<CAPTION>
                                                                                              TOTAL FUND
                                                      MANAGEMENT             OTHER              ANNUAL
                                                      FEES (AFTER       EXPENSES (AFTER     EXPENSES (AFTER
                                                   REIMBURSEMENT)(2)   REIMBURSEMENT)(2)   REIMBURSEMENT)(2)
                                                   -----------------   -----------------   -----------------
<S>                                                <C>                 <C>                 <C>
 AIM VARIABLE INSURANCE FUNDS
- -------------------------------------------------
 AIM V.I. Capital Appreciation Fund..............          0.62%               0.11%               0.73%
  AIM V.I. Growth Fund...........................          0.63%               0.10%               0.73%
  AIM V.I. Growth and Income Fund................          0.61%               0.16%               0.76%
  AIM V.I. International Equity Fund.............          0.75%               0.22%               0.97%
</TABLE>


                          4           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>


<TABLE>
<CAPTION>
                                                                                              TOTAL FUND
                                                      MANAGEMENT             OTHER              ANNUAL
                                                      FEES (AFTER       EXPENSES (AFTER     EXPENSES (AFTER
                                                   REIMBURSEMENT)(2)   REIMBURSEMENT)(2)   REIMBURSEMENT)(2)
                                                   -----------------   -----------------   -----------------
<S>                                                <C>                 <C>                 <C>
 THE ALGER AMERICAN FUND
- -------------------------------------------------
  Alger American Growth Portfolio................          0.75%               0.04%               0.79%
  Alger American Income and Growth Portfolio.....          0.62%               0.08%               0.70%
  Alger American Small Capitalization
    Portfolio....................................          0.85%               0.05%               0.90%

 GOLDMAN SACHS VARIABLE INSURANCE TRUST
- -------------------------------------------------
  Goldman Sachs VIT CORE-SM- Large Cap Growth
    Fund(3)......................................          0.70%               0.20%               0.90%
  Goldman Sachs VIT CORE-SM- Small Cap Equity
    Fund(3)......................................          0.75%               0.25%               1.00%
  Goldman Sachs VIT CORE-SM- U.S. Equity
    Fund(3)......................................          0.70%               0.20%               0.90%
  Goldman Sachs VIT Growth and Income Fund(3)....          0.75%               0.25%               1.00%
  Goldman Sachs VIT International Equity
    Fund(3)......................................          1.00%               0.35%               1.35%

 MFS/SUN LIFE SERIES TRUST
- -------------------------------------------------
  MFS/Sun Life Capital Appreciation Series(4)....          0.71%               0.05%               0.76%
  MFS/Sun Life Emerging Growth Series............          0.70%               0.05%               0.75%
  MFS/Sun Life Government Securities Series......          0.55%               0.06%               0.61%
  MFS/Sun Life High Yield Series(4)..............          0.75%               0.08%               0.83%
  MFS/Sun Life Massachusetts Investors Growth
    Stock Series.................................          0.75%               0.08%               0.83%
  MFS/Sun Life Massachusetts Investors Trust
    Series.......................................          0.55%               0.04%               0.59%
  MFS/Sun Life New Discovery Series(4)...........          0.90%               0.16%               1.06%
  MFS/Sun Life Total Return Series...............          0.65%               0.04%               0.69%
  MFS/Sun Life Utilities Series(4)...............          0.75%               0.06%               0.81%

 OCC ACCUMULATION TRUST
- -------------------------------------------------
  OCC Equity Portfolio(5)........................          0.80%               0.11%               0.91%
  OCC Managed Portfolio(5).......................          0.77%               0.06%               0.83%
  OCC Mid Cap Portfolio(5).......................          0.10%               0.93%               1.03%
  OCC Small Cap Portfolio(5).....................          0.80%               0.09%               0.89%

 SUN CAPITAL ADVISERS TRUST
- -------------------------------------------------
  Sun Capital Blue Chip Mid Cap Fund(6)(7).......          0.80%               0.20%               1.00%
  Sun Capital Investment Grade Bond Fund(6)......          0.60%               0.15%               0.75%
  Sun Capital Investors Foundation Fund(6)(7)....          0.75%               0.15%               0.90%
  Sun Capital Money Market Fund(6)...............          0.50%               0.15%               0.65%
  Sun Capital Real Estate Fund(6)................          0.95%               0.30%               1.25%
  Sun Capital Select Equity Fund(6)(7)...........          0.75%               0.15%               0.90%

 NOTES
- ------------------------
</TABLE>



 (1)     The information relating to Fund expenses was provided by the Funds and
         we have not independently verified it. You should consult the Fund
         prospectuses for more information about Fund expenses.



 (2)     For all Funds, the "Management Fees," "Other Expenses" and "Total Fund
         Annual Expenses" are based on actual expenses for the fiscal year ended
         December 31, 1999, net of any applicable expense reimbursement or
         waiver.



 (3)     The investment advisers for the Goldman Sachs VIT Funds have
         voluntarily agreed to waive or reimburse a portion of the management
         fees and/or operating expenses, resulting in a reduction of the total
         expenses. In particular, the investment advisers to the Goldman Sachs
         VIT CORE-SM- Large Capital Growth Fund, the Goldman Sachs VIT CORE-SM-
         Small Cap Equity Fund, the Goldman Sachs VIT CORE-SM- U.S. Equity Fund,
         the Goldman Sachs VIT Growth and Income Fund and the Goldman Sachs VIT
         International Equity Fund have voluntarily agreed to reduce or limit
         certain "Other Expenses" of such Funds (excluding management fees,
         taxes, interest and brokerage fees, litigation, indemnification and
         other extraordinary expenses) to the extent such expenses exceed 0.20%,
         0.25%, 0.20%, 0.25%, and 0.35% per annum of such Funds' average daily
         net assets, respectively. The expenses of the


                          5           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

         Goldman Sachs VIT Funds are estimated for the fiscal year ended
         December 31, 2000. Absent any such waiver or reimbursement, estimated
         "Management Fees," estimated "Other Expenses," and estimated "Total
         Fund Annual Expenses" for the year ended December 31, 2000 will be:



         0.70%, 0.42%, and 1.12% for the Goldman Sachs VIT CORE-SM- Large Cap
         Growth Fund;
              0.75%, 0.75%, and 1.50% for the Goldman Sachs VIT CORE-SM- Small
         Cap Equity Fund;
              0.70%, 0.20%, and 0.90% for the Goldman Sachs VIT CORE-SM- U.S.
         Equity Fund;
              0.75%, 0.47%, and 1.22% for the Goldman Sachs VIT Growth and
         Income Fund; and
              1.00%, 0.77%, and 1.77% for the Goldman Sachs VIT International
         Equity Fund.



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



 (4)     The Fund has an expense offset arrangement which reduces the Fund's
         custodian fee based upon the amount of cash maintained by the Fund with
         its custodian and dividend disbursing agent, and may enter into such
         other arrangements and directed brokerage arrangement (which would also
         have the effect of reducing the Fund's expenses). Any such fee
         reductions are not reflected in the table. Had these fees been taken
         into account, "Total Fund Annual Expenses" would have been: 0.75% for
         the MFS/Sun Life Capital Appreciation Series; 0.82% for the MFS/Sun
         Life High Yield Series; 1.05% for the MFS/Sun Life New Discovery
         Series; and 0.81% for the MFS/Sun Life Utilities Series.



 (5)     "Total Fund Annual Expenses" for the OCC Equity Portfolio, the OCC
         Small Cap Portfolio, the OCC Managed Portfolio and the OCC Mid Cap
         Portfolio are limited contractually by OpCap Advisers so that the
         Funds' respective annualized operating expenses (net of expense
         offsets) do not exceed 1% of average daily net assets. Absent this
         limit, "Management Fees", "Other Expenses" and "Total Fund Annual
         Expenses" were 0.80%, 0.93%, and 1.73% for the OCC Mid Cap Portfolio.
         "Other Expenses" are shown gross of expense offsets afforded the
         portfolio, which effectively lowered custody expenses.



 (6)     The investment adviser for the Sun Capital Funds has voluntarily agreed
         to waive or reimburse a portion of the management fees and/or operating
         expenses, resulting in a reduction of the total expenses. For the year
         ended December 31, 1999, the investment adviser waived all investment
         advisory fees. Absent any such waiver or reimbursement, "Management
         Fees," "Other Expenses" and "Total Fund Annual Expenses" for the year
         ended December 31, 1999 were: 0.80%, 3.31%; and 4.11% for the Sun
         Capital Blue Chip Mid Cap Fund; 0.60%, 1.38%; and 1.98% for the Sun
         Capital Investment Grade Bond Fund; 0.75%, 4.37%; and 5.12% for the Sun
         Capital Investors Foundation Fund; 0.50%, 2.20%, and 2.70% for the Sun
         Capital Money Market Fund; 0.95%, 2.44%, and 3.39% for the Sun Capital
         Real Estate Fund; and 0.75%, 3.50%, and 4.25% for the Sun Capital
         Select Equity Fund. Fee waivers and expense reimbursements for the Sun
         Capital Funds may be discontinued at any time after May 1, 2000. To the
         extent that the expense ratio of any Fund in the Sun Capital Advisers
         Trust falls below the Fund's expense limit, the Fund's adviser reserves
         the right to be reimbursed for management fees waived and Fund expenses
         paid by it during the prior two years.



 (7)     The management fee for each of the Sun Capital Blue Chip Mid Cap Fund,
         the Sun Capital Investors Foundation Fund, and the Sun Capital Select
         Equity Fund decreases to 0.75%, 0.70%, and 0.70%, respectively, as the
         daily net assets of each Fund exceed $300 million.


                       WHAT IF CHARGES AND DEDUCTIONS EXCEED CASH SURRENDER
                       VALUE?

                       -   Your Policy will terminate if your Cash Surrender
                           Value at the beginning of any Policy Month is less
                           than the charges and deductions then due.

                       -   We will send you notice and allow you a 61 day Grace
                           Period.

                       -   If, within the Grace Period, you do not make a
                           premium payment sufficient to cover all accrued and
                           unpaid charges and deductions, your Policy will
                           terminate at the end of the Grace Period without
                           further notice.

                          6           FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       MINIMUM PREMIUM TEST (NO-LAPSE GUARANTEE)

                           Your insurance coverage will remain in force during
                       the first five Policy Years even if your Policy's Cash
                       Surrender Value is insufficient to keep the Policy in
                       force, provided that your Policy meets certain
                       requirements.

                       REINSTATEMENT

                           If your Policy terminates due to insufficient value,
                       we will reinstate it within five years at your request,
                       subject to certain conditions.

                       MATURITY

                           Your Policy will terminate when the insured reaches
                       Attained Age 100. If the insured is living and your
                       Policy is in force on the Maturity date, your Policy's
                       Cash Surrender Value will be payable to you.

                       MATURITY EXTENSION

                           The Maturity date may be extended at your request.
                       The death benefit will be your Account Value on the date
                       of the insured's death.

                       FEDERAL TAX CONSIDERATIONS

                           Your purchase of, and transactions under, your Policy
                       may have tax consequences that you should consider before
                       purchasing a Policy. You may wish to consult a tax
                       adviser. In general, the beneficiary will receive Policy
                       Proceeds without there being taxable income. Increases in
                       Account Value will not be taxable as earned, although
                       there may be income tax due on a full or partial
                       surrender of your Policy or on policy loans.

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


<TABLE>
<S>                           <C>
We are an indirect wholly-            We are a stock life insurance company incorporated under the laws of
owned subsidiary of Sun Life  Delaware on January 12, 1970. Our executive office mailing address is One Sun
Assurance Company of Canada.  Life Executive Park, Wellesley Hills, Massachusetts 02481. We do business in 48
                              states, the District of Columbia and Puerto Rico and we have an insurance company
                              subsidiary that does business in New York. We are an indirect wholly- owned
                              subsidiary of Sun Life Assurance Company of Canada, ("Sun Life (Canada)").
</TABLE>



                           Sun Life (Canada) completed its demutualization on
                       March 22, 2000. As a result of the demutualization, a new
                       holding company, Sun Life Financial Services of
                       Canada, Inc. ("Sun Life Financial"), is now the ultimate
                       parent of Sun


                        7             FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       Life (Canada) and the Company. Sun Life Financial, a
                       corporation organized in Canada, is a reporting company
                       under the Securities Exchange Act of 1934 with common
                       shares listed on the Toronto, New York, London and Manila
                       stock exchanges.


                                       THE VARIABLE ACCOUNT

                           We established Sun Life of Canada (U.S.) Variable
                       Account I in accordance with Delaware law on December 1,
                       1998. The Variable Account may also be used to fund
                       benefits payable under other life insurance policies
                       issued by us.

                           We own the assets of the Variable Account. The
                       income, gains or losses, realized or unrealized, from
                       assets allocated to the Variable Account are credited to
                       or charged against the Variable Account without regard to
                       our other income, gains or losses.

<TABLE>
<S>                           <C>
The assets of the Variable            We will at all times maintain assets in the Variable Account with a total
Account are insulated from    market value at least equal to the reserves and other liabilities relating to the
our general liabilities.      variable benefits under all policies participating in the Variable Account. Those
                              assets may not be charged with our liabilities from our other business. Our
                              obligations under those policies are, however, our general corporate obligations.
</TABLE>

<TABLE>
<S>                           <C>
The Variable Account is reg-          The Variable Account is registered with the Securities and Exchange
istered with the SEC.         Commission (the "SEC") under the Investment Company Act of 1940 ("1940 Act") as a
                              unit investment trust. Registration under the 1940 Act does not involve any
                              supervision by the SEC of the management or investment practices or policies of
                              the Variable Account.
</TABLE>


<TABLE>
<S>                           <C>
The Variable Account has 31           The Variable Account is divided into 31 Sub-Accounts. Each Sub- Account
Sub-Accounts. Each Sub-       invests exclusively in shares of a corresponding investment portfolio of a
Account invests exclusively   registered investment company (commonly known as a mutual fund). We may in the
in shares of a single mutual  future add new or delete existing Sub-Accounts. The income, gains or losses,
fund portfolio.               realized or unrealized, from assets allocated to each Sub-Account are credited to
                              or charged against that Sub-Account without regard to the other income, gains or
                              losses of the other Sub-Accounts. All amounts allocated to a Sub-Account will be
                              used to purchase shares of the corresponding mutual fund. The Sub-Accounts will
                              at all times be fully invested in mutual fund shares. The Variable Account may
                              contain certain sub-accounts which are not available under the Policy.
</TABLE>


                        8             FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                            THE FUNDS


<TABLE>
<S>                           <C>
The Fund Prospectuses have            The Policy offers a number of Fund options, which are briefly discussed
more information about the    below. Each Fund is a mutual fund registered under the Investment Company Act of
Funds, and may be obtained    1940, or a separate series of shares of such a mutual fund. More comprehensive
from us without charge.       information, including a discussion of potential risks, is found in the current
                              prospectuses for the Funds (the "Fund Prospectuses"). The Fund Prospectuses
                              should be read in connection with this prospectus. A copy of each Fund Prospectus
                              may be obtained without charge by calling (800) 700-6554, or writing to Sun Life
                              Assurance Company of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
                              Massachusetts 02481.
</TABLE>


                           The Funds currently available are:


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



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



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



                           AIM V.I. GROWTH AND INCOME FUND seeks to achieve
                       growth of capital, with a secondary objective of current
                       income.



                           AIM V.I. INTERNATIONAL EQUITY FUND seeks to achieve
                       long-term growth of capital by investing in a diversified
                       portfolio of international equity securities, whose
                       issuers are considered to have strong earnings momentum.


                       THE ALGER AMERICAN FUND (advised by Fred Alger
                       Management, Inc.)

                           ALGER AMERICAN GROWTH PORTFOLIO seeks long-term
                       capital appreciation by investing primarily in equity
                       securities of companies with market capitalizations of $1
                       billion or more.

                           ALGER AMERICAN INCOME AND GROWTH PORTFOLIO seeks
                       primarily to provide a high level of dividend income by
                       investing in dividend paying equity securities. Capital
                       appreciation is a secondary objective.

                        9             FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO seeks
                       long-term capital appreciation by investing primarily in
                       equity securities of companies with market
                       capitalizations within the range of the Russell 2000
                       Growth Index or the S&P-Registered Trademark- SmallCap
                       600 Index.



                       GOLDMAN SACHS VARIABLE INSURANCE TRUST (advised by
                       Goldman Sachs Asset Management, an operating division of
                       Goldman, Sachs & Co., ("Goldman Sachs") except for
                       Goldman Sachs International Equity Fund, which is advised
                       by Goldman Sachs Asset Management International, an
                       operating division of Goldman, Sachs & Co.)



                           GOLDMAN SACHS VIT CORE(SM) LARGE CAP GROWTH FUND
                       seeks long-term growth of capital. The Fund seeks this
                       objective through a broadly diversified portfolio of
                       equity securities of large cap U.S. issuers that are
                       expected to have better prospects for earnings growth
                       than the growth rate of the general domestic economy.
                       Dividend income is a secondary consideration.



                           GOLDMAN SACHS VIT CORE(SM) SMALL CAP EQUITY FUND
                       seeks long-term growth of capital. The Fund seeks this
                       objective through a broadly diversified portfolio of
                       equity securities of U.S. issuers which are included in
                       the Russell 2000 Index at the time of investment.



                           GOLDMAN SACHS VIT CORE(SM) U.S. EQUITY FUND seeks
                       long-term growth of capital and dividend income. The Fund
                       seeks this objective through a broadly diversified
                       portfolio of large cap and blue chip equity securities
                       representing all major sectors of the U.S. economy.



                           GOLDMAN SACHS VIT GROWTH AND INCOME FUND seeks
                       long-term growth of capital and growth of income. The
                       Fund invests under normal circumstances at least 65% of
                       its total assets in equity securities that are considered
                       to have favorable prospects for capital appreciation
                       and/or dividend paying ability.



                           GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND seeks
                       long-term capital appreciation through investments in
                       equity securities of companies that are organized outside
                       the U.S. or whose securities are principally traded
                       outside the U.S. The Fund intends to invest in companies
                       with public stock market capitalizations that are larger
                       than $1 billion at the time of investment.


                       MFS/SUN LIFE SERIES TRUST (advised by our affiliate
                       Massachusetts Financial Services Company)

                           CAPITAL APPRECIATION SERIES seeks capital
                       appreciation by investing in securities of all types,
                       with a major emphasis on common stocks.

                        10            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           EMERGING GROWTH SERIES seeks to provide long-term
                       growth of capital by investing primarily (i.e. at least
                       80% of all its assets under normal circumstances) in
                       common stocks of emerging growth companies, including
                       companies that the series' investment adviser believes
                       are early in their life cycle but which have the
                       potential to become major enterprises. Dividend and
                       interest income from portfolio securities, if any, is
                       incidental to its objective of long-term growth of
                       capital.

                           GOVERNMENT SECURITIES SERIES seeks current income and
                       preservation of capital by investing in U.S. Government
                       and U.S. Government-related Securities.

                           HIGH YIELD SERIES seeks high current income and
                       capital appreciation by investing primarily in fixed
                       income securities of U.S. and foreign issuers which may
                       be in the lower rated categories or unrated (commonly
                       known as "junk bonds") and which may include equity
                       features. The series may invest up to 100% of its net
                       assets in these securities, which generally involve
                       greater risks, including volatility of price, risk of
                       principal and income, default risks and less liquidity,
                       than securities in the higher rated categories.

                           MASSACHUSETTS INVESTORS GROWTH STOCK SERIES seeks to
                       provide long-term growth of capital and future income
                       rather than current income. The series invests, under
                       normal market conditions, at least 80% of its total
                       assets in common stocks and related securites, such as
                       preferred stocks, convertible securities and depositary
                       receipts for those securities, of companies which the
                       series' adviser believes offer better than average
                       prospects for long-term growth.

                           MASSACHUSETTS INVESTORS TRUST SERIES seeks long-term
                       growth of capital and future income while providing more
                       current dividend income than is normally obtainable from
                       a portfolio of only growth stocks. The series invests,
                       under normal market conditions, at least 65% of its total
                       assets in common stock and related securities, such as
                       preferred stocks, convertible securities and depositary
                       receipts for those securities. While the series may
                       invest in companies of any size, the series generally
                       focuses on companies with larger market capitalizations
                       that the series' adviser believes have sustainable growth
                       prospects and attractive valuations based on current and
                       expected earnings of cash flow. This series was formerly
                       known as the Conservative Growth Series.

                           NEW DISCOVERY SERIES seeks capital appreciation. The
                       series invests, under normal market conditions, at least
                       65% of its total assets in common stocks and related
                       securities, such as preferred stocks, convertible
                       securities and depositary receipts for those securities,
                       of emerging growth companies. These companies are
                       companies that the series' adviser believes are either
                       early in their life cycle

                        11            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       but have the potential to become major enterprises or are
                       major enterprises whose rates of earnings growth are
                       expected to accelerate.

                           TOTAL RETURN SERIES seeks to obtain above-average
                       income (compared to a portfolio entirely invested in
                       equity securities) consistent with prudent employment of
                       capital; its secondary objective is to take advantage of
                       opportunities for growth of capital and income since many
                       securities offering a better than average yield may also
                       possess growth potential. The series is a "balanced
                       fund," and invests in a combination of equity and fixed
                       income securities. Under normal market conditions, the
                       series invests (i) at least 40%, but not more than 75%,
                       of its net assets in common stocks and related
                       securities, such as preferred stocks, bonds, warrants or
                       rights convertible into stock, and depositary receipts
                       for those securities; and (ii) at least 25% of its net
                       assets in non-convertible fixed income securities.

                           UTILITIES SERIES seeks capital growth and current
                       income (income above that available from a portfolio
                       invested entirely in equity securities) by investing
                       under normal market conditions, at least 65% of its
                       assets in equity and debt securities issued by both
                       domestic and foreign utility companies.

                       OCC ACCUMULATION TRUST (advised by OpCap Advisors)

                           EQUITY PORTFOLIO seeks long-term capital appreciation
                       through investment in a diversified portfolio of equity
                       securities selected on the basis of a value oriented
                       approach to investing.

                           MANAGED PORTFOLIO seeks to achieve growth of capital
                       over time through investment in a portfolio consisting of
                       common stocks, bonds and cash equivalents, the
                       percentages of which will vary based on the portfolio
                       manager's assessments of the relative outlook for such
                       investments.

                           MID CAP PORTFOLIO seeks long-term capital
                       appreciation through investment in a diversified
                       portfolio of equity securities. The portfolio will invest
                       primarily in companies with market capitalizations of
                       between $500 million and $5 billion.

                           SMALL CAP PORTFOLIO seeks capital appreciation
                       through investment in a diversified portfolio of equity
                       securities of companies with market capitalizations of
                       under $1 billion.

                       SUN CAPITAL ADVISERS TRUST (advised by our affiliate Sun
                       Capital Advisers, Inc.)


                           SUN CAPITAL BLUE CHIP MID CAP FUND seeks long-term
                       capital growth by investing primarily in a diversified
                       portfolio of common stocks and other equity


                        12            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       securities of U.S. companies with market capitalizations
                       within the range represented by the Standard & Poor's
                       (S&P) Mid Cap 400 Index.


                           SUN CAPITAL INVESTMENT GRADE BOND FUND seeks high
                       current income consistent with relative stability of
                       principal by investing primarily in investment grade
                       bonds, including those issued by U.S. and foreign
                       companies (including companies in emerging market
                       countries), the U.S. Government and its agencies and
                       instrumentalities (including those which issue
                       mortgage-backed securities), foreign governments
                       (including those of emerging market countries), and
                       multinational organizations such as the World Bank.


                           SUN CAPITAL INVESTORS FOUNDATION FUND seeks long-term
                       capital growth by investing primarily in a diversified
                       portfolio of common stocks and other equity securities of
                       U.S. companies. The fund will generally hold stocks of
                       companies with market capitalizations within the range
                       represented by the S&P 500 Index.


                           SUN CAPITAL MONEY MARKET FUND seeks to maximize
                       current income, consistent with maintaining liquidity and
                       preserving capital, by investing exclusively in high
                       quality U.S. dollar-denominated money market securities,
                       including those issued by U.S. and foreign banks,
                       corporate issuers, the U.S. Government and its agencies
                       and instrumentalities, foreign governments and
                       multinational organizations such as the World Bank. The
                       fund may invest in all types of money market securities,
                       including commercial paper, certificates of deposit,
                       bankers' acceptances, mortgage-backed and asset-backed
                       securities, repurchase agreements and other short-term
                       debt securities.

                           SUN CAPITAL REAL ESTATE FUND primarily seeks
                       long-term capital growth and, secondarily, seeks current
                       income and growth of income. The fund invests at least
                       80% of its assets in securities of real estate trusts and
                       other real estate companies. The fund generally focuses
                       its investments in equity REITs, which invest most of
                       their assets directly in U.S. or foreign real property,
                       receive most of their income from rents and may also
                       realize gains by selling appreciated properties.

                           SUN CAPITAL SELECT EQUITY FUND seeks long-term
                       capital growth. The fund will normally invest in twenty
                       to forty common stocks and other equity securities of
                       large capitalization U.S. companies. These investments
                       are selected primarily from the S&P 500 Index.

                           Although the investment objectives and policies of
                       the Funds may be similar to those of other mutual funds
                       managed by the Funds' investment advisers, the investment
                       results of the Funds can differ significantly from those
                       of such other mutual funds.

                        13            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           Some of the Funds' investment advisers may compensate
                       us for administering the Funds as investment options
                       under the Policy. Such compensation is paid from
                       advisers' assets.


                           The Funds may also be available to separate accounts
                       offering variable annuity and variable life products of
                       other affiliated and unaffiliated insurance companies, as
                       well as our other separate accounts. Although we do not
                       anticipate any disadvantages in 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
                       policyowners and those of other companies, or some other
                       reason. In the event of conflict, we will take any steps
                       necessary to protect policyowners, including withdrawal
                       of the Variable Account from participation in the Funds
                       which are involved in the conflict or substitution of
                       shares of other Funds.

                                  FEES AND EXPENSES OF THE FUNDS

                           Fund shares are purchased at net asset value, which
                       reflects the deduction of investment management fees and
                       certain other expenses. The management fees are charged
                       by each Fund's investment adviser for managing the Fund
                       and selecting its portfolio of securities. Other Fund
                       expenses can include such items as interest expense on
                       loans and contracts with transfer agents, custodians, and
                       other companies that provide services to the Fund.

                           The Fund expenses are assessed at the Fund level and
                       are not direct charges against Variable Account assets or
                       reductions from Cash Values. These expenses are taken
                       into consideration in computing each Fund's net asset
                       value, which is the share price used to calculate the
                       Unit Values of the Variable Account. The table contained
                       in the front part of this prospectus shows annual
                       expenses paid by the Funds as a percentage of average net
                       assets.

                           The management fees and other expenses of the Funds
                       are more fully described in the Fund Prospectuses. The
                       information relating to the Fund expenses was provided by
                       the Fund and was not independently verified by us.

                                       OUR GENERAL ACCOUNT

                           Our general account consists of all of our assets
                       other than those in our variable separate accounts.
                       Subject to applicable law, we have sole discretion over
                       the investment of our general account assets.

                        14            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>


<TABLE>
<S>                           <C>
Fixed account investments             Interests in our general account offered through the fixed account
are not securities and we     investment option have not been registered under the Securities Act of 1933 and
are not an investment         our general account has not been registered as an investment company under the
company.                      Investment Company Act of 1940.
</TABLE>


                           You may allocate net premiums to the fixed account
                       investment option and may transfer any portion of your
                       investments in the Sub-Accounts to the fixed account. You
                       may also transfer a portion of your investment in the
                       fixed account to any of the variable Sub-Accounts.
                       Transfers may be subject to certain restrictions.

<TABLE>
<S>                           <C>
Fixed account investments             An investment in the fixed account option does not entitle you to share
earn at least 3% interest.    in the investment experience of our general account. Instead, we guarantee that
                              your fixed account investment will accrue interest daily at an effective annual
                              rate of at least 3%, without regard to the actual investment experience of our
                              general account. We may, at our sole discretion, credit a higher rate of
                              interest, but are not obligated to do so.
</TABLE>

                                       INVESTMENT PROGRAMS

                           DOLLAR COST AVERAGING.  You may select, at no extra
                       charge, a dollar cost averaging program by allocating a
                       minimum of $5,000 to a Sub-Account designated by us. Each
                       month or quarter, a level amount will be transferred
                       automatically, at no cost, to one or more Sub-Accounts
                       chosen by you, up to a maximum of twelve. The program
                       continues until your Account Value allocated to the
                       program is depleted or you elect to stop the program.

                           The main objective of a dollar cost averaging program
                       is to minimize the impact of short-term price
                       fluctuations. Since the same dollar amount is transferred
                       to other available investment options at set intervals,
                       dollar cost averaging allows you to purchase more Units
                       (and, indirectly, more Fund shares) when prices are low
                       and fewer Units (and, indirectly, fewer Fund shares) when
                       prices are high. Therefore, a lower average cost per Unit
                       may be achieved over the long-term. A dollar cost
                       averaging program allows you to take advantage of market
                       fluctuations. However, it is important to understand that
                       a dollar cost averaging program does not assure a profit
                       or protect against loss in a declining market.

                           ASSET REBALANCING.  Once your money has been
                       allocated among the investment options, the earnings may
                       cause the percentage invested in each investment option
                       to differ from your allocation instructions. You can
                       direct us to automatically rebalance your policy to
                       return to your allocation percentages

                        15            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       by selecting our asset rebalancing program. The
                       rebalancing will be on a calendar quarter, semi-annual or
                       annual basis, depending on your instructions. The minimum
                       amount of each rebalancing is $1,000.

                           There is no charge for asset rebalancing. In
                       addition, rebalancing will not be counted against any
                       limit we may place on your number of transfers in a
                       Policy Year. You may not select dollar cost averaging and
                       asset rebalancing at the same time. We reserve the right
                       to modify, suspend or terminate this program at anytime.
                       We also reserve the right to waive the $1,000 minimum
                       amount for asset rebalancing.

                           ASSET ALLOCATION.  One or more asset allocation
                       investment programs may be made available in connection
                       with your Policy, at no extra charge. An asset allocation
                       program provides for the allocation of your Account Value
                       among the available investment options. These programs
                       will be fully described in a separate brochure. You may
                       elect to enter into an asset allocation investment
                       program under the terms and conditions described in the
                       brochure.

                                         ABOUT THE POLICY

                       POLICY APPLICATION, ISSUANCE AND INITIAL PREMIUM


                           To purchase a Policy, you must first submit an
                       application to our Principal Office. We may then follow
                       certain underwriting procedures designed to determine the
                       insurability of the proposed insured. We offer the Policy
                       on a regular (medical) underwriting basis and may require
                       medical examinations and further information before the
                       proposed application is approved. Proposed insureds must
                       be acceptable risks based on our underwriting limits and
                       standards. A Policy cannot be issued until the
                       underwriting process has been completed to our
                       satisfaction. We reserve the right to reject an
                       application that does not meet our underwriting
                       requirements or to apply extra charges for the
                       underwriting classification for an Insured which will
                       result in increased monthly Cost of Insurance charges.


                           You must specify certain information in the
                       application, including the Specified Face Amount, the
                       death benefit option and supplemental benefits, if any.
                       The Specified Face Amount generally may not be decreased
                       below $100,000--the "Minimum Specified Face Amount."

                           While your application is being reviewed, we may make
                       available to you temporary life insurance coverage if you
                       have signed a Policy Application and, at that same time,
                       submitted a separate signed application for temporary
                       coverage and made an advance payment. The temporary
                       coverage, if available, begins on

                        16            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       the date that separate application for it is signed, has
                       a maximum amount and is subject to other conditions.


                           Pending approval of your application, any advance
                       payments will be held in our general account. Upon
                       approval of the application, we will issue to you a
                       Policy on the life of the Insured. A specified minimum
                       Initial Premium is due and payable as of the date of
                       issue for the Policy. The Effective Date of Coverage for
                       your Policy will be the later of--



<TABLE>
<S>                           <C>
The ISSUE DATE is the date            -  the ISSUE DATE, OR
we produce your Policy on         - the date a premium is paid equal to or in excess of the specified Initial
our system and is specified         Premium.
in your Policy.
</TABLE>


                           If an application is not approved, we will promptly
                       return all advance payments to you.

                       RIGHT OF RETURN PERIOD

                           If you are not satisfied with your Policy, it may be
                       returned by delivering or mailing it to our Principal
                       Office or to the representative from whom the Policy was
                       purchased within 10 days from the date of receipt of your
                       Policy (the "Right of Return Period"). A longer period
                       may apply in some states.

                           A Policy returned under this provision will be deemed
                       void. You will receive a refund equal to the sum of all
                       premium payments made, if required by applicable state
                       insurance law; otherwise, your refund will equal the sum
                       of--

                           -   the difference between any premium
                               payments made, including fees and
                               charges, and the amounts allocated to
                               the Variable Account;

                           -   the value of the amounts allocated to
                               the Variable Account on the date the
                               cancellation request is received by us
                               at our Principal Office; and

                           -   any fees or charges imposed on amounts
                               allocated to the Variable Account.

                           Unless you are entitled under applicable law to
                       receive a full refund of premiums paid, you bear all of
                       the investment risks with respect to the amount of any
                       net premiums allocated to the Variable Account during the
                       Right of Return Period.

                           During the Right of Return Period, we will allocate
                       the net premium payments to the Sun Capital Money Market
                       Sub-Account or to the fixed account investment option,
                       whichever we specify in your Policy. Upon expiration of
                       the

                        17            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       Right of Return Period, the Account Value in that
                       Sub-Account or in the fixed account option, as
                       applicable, will be transferred to the Sub-Accounts of
                       the Variable Account and to the fixed account option in
                       accordance with your allocation instructions.


                           POLICIES DELIVERED IN CONNECTICUT ONLY --  During the
                       first eighteen months this Policy is in force, You may
                       exchange it for a flexible premium adjustable life
                       insurance policy issued by Us or an affiliate, the
                       benefits of which do not vary with the investment
                       performance of a separate account. The Account Value of
                       this Policy will be transferred to the new policy. We
                       will not require evidence of insurability for the
                       exchange. To effect an exchange, You must give Us written
                       notice at Our Principal Office within this eighteen-month
                       period.


                       PREMIUM PAYMENTS


                           All premium payments must be made payable to Sun Life
                       Assurance Company of Canada (U.S.) and mailed to our
                       Principal Office. The Initial Premium will be due and
                       payable as of your Policy's Issue Date. Additional
                       premium payments may be paid to us subject to the
                       limitations described below.


                           PREMIUM.  We reserve the right to limit the number of
                       premium payments we accept in a year. No premium payment
                       may be less than $50 without our consent, although we
                       will accept a smaller premium payment if necessary to
                       keep your Policy in force. We reserve the right not to
                       accept a premium payment that causes the death benefit to
                       increase by an amount that exceeds the premium received.
                       Evidence of insurability satisfactory to us may be
                       required before we accept any such premium.

                           We will not accept premium payments that would, in
                       our opinion, cause your Policy to fail to qualify as life
                       insurance under applicable federal tax law. If a premium
                       payment is made in excess of these limits, we will accept
                       only that portion of the premium within those limits, and
                       will refund the remainder to you.

                           NET PREMIUMS.  The net premium is the amount you pay
                       as the premium less the Expense Charges Applied to
                       Premium.

                           ALLOCATION OF NET PREMIUM.  Except as otherwise
                       described herein, net premium will be allocated in
                       accordance with your allocation percentages. You must
                       allocate at least 5% of net premium to any Sub-Account
                       you choose. Percentages must be in whole numbers. We
                       reserve the right to limit the number of Sub-Accounts to
                       which you may allocate your Account Value to not more
                       than 20 Sub-Accounts.

                        18            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           Premiums received prior to the end of the Right of
                       Return Period will be credited to the Sun Capital Money
                       Market Sub-Account or to the fixed account investment
                       option, whichever we specify in your Policy. Your initial
                       allocation percentages will take effect at the end of the
                       Right of Return Period.

                           You may change your allocation percentages at any
                       time by telephone or written request to our Principal
                       Office. Telephone requests will be honored only if we
                       have a properly completed telephone authorization form
                       for you on file. We, our affiliates and the
                       representative from whom you purchased your Policy will
                       not be responsible for losses resulting from acting upon
                       telephone requests reasonably believed to be genuine. We
                       will use reasonable procedures to confirm that
                       instructions communicated by telephone are genuine. You
                       will be required to identify yourself by name and a
                       personal identification number for transactions initiated
                       by telephone. An allocation change will be effective as
                       of the date we receive the request for that change.

                           PLANNED PERIODIC PREMIUMS.  While you are not
                       required to make additional premium payments according to
                       a fixed schedule, you may select a planned periodic
                       premium schedule and corresponding billing period,
                       subject to our limits. We will send you reminder notices
                       for the planned periodic premium at each billing period
                       as specified in your Policy, unless reminder notices have
                       been suspended as described below. You are not required,
                       however, to pay the planned periodic premium; you may
                       increase or decrease the planned periodic premium subject
                       to our limits, and you may skip a planned payment or make
                       unscheduled payments. You may change your planned payment
                       schedule or the billing period, subject to our approval.
                       Depending on the investment performance of the
                       Sub-Accounts you select, the planned periodic premium may
                       not be sufficient to keep your Policy in force, and you
                       may need to change your planned payment schedule or make
                       additional payments in order to prevent termination of
                       your Policy. We will suspend reminder notices at your
                       written request, and we reserve the right to suspend
                       reminder notices if premiums are not being paid (except
                       for notices in connection with the Grace Period). We will
                       notify you prior to suspending reminder notices.

                       DEATH BENEFIT


                           If your Policy is in force at the time of the
                       Insured's death, we will pay the beneficiary an amount
                       based on the death benefit option you select once we have
                       received Due Proof of the Insured's death. The amount
                       payable will be:


                           -   the amount of the selected death
                               benefit option, PLUS

                           -   any amounts payable under any
                               supplemental benefits added to your
                               Policy, MINUS

                        19            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           -   the value of any Policy Debt on the
                               date of the Insured's death, MINUS


                           -   any Unpaid Policy Charges.

                           We will pay this amount to the beneficiary in one
                       lump sum, unless we and the beneficiary agree on another
                       form of settlement.

<TABLE>
<S>                           <C>
You may select between two            The policy has two death benefit options. You may change the death
death benefit options.        benefit option after the first Policy Year.
</TABLE>

                           OPTION A.  Under this option, the death benefit is--


                           -   the Policy's Specified Face Amount on
                               the date of the Insured's death; OR,
                               IF GREATER,


                           -   the Policy's Account Value on the date
                               of death multiplied by the applicable
                               percentage shown in the table set
                               forth in Appendix B.


                           This death benefit option should be selected if you
                       want the death benefit to remain level over time.


                           OPTION B.  Under this option, the death benefit is--


                           -   the sum of the Specified Face Amount
                               and Account Value of the Policy on the
                               date of the Insured's death; OR, IF
                               GREATER,


                           -   the Policy's Account Value on the date
                               of death multiplied by the applicable
                               percentage shown in the table set
                               forth in Appendix B.


                           This death benefit option should be selected if you
                       want your death benefit to change with your Policy's
                       Account Value.



                           You may change the death benefit option after the
                       first Policy Year. If you change from Option B to
                       Option A, the Specified Face Amount will be increased by
                       an amount equal to the Policy's Account Value on the
                       effective date of change. If you change from Option A to
                       Option B, the Specified Face Amount will be decreased by
                       an amount equal to the Policy's Account Value on the
                       effective date of the change.


                        20            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       CHANGES IN SPECIFIED FACE AMOUNT

<TABLE>
<S>                           <C>
You may increase or decrease          You may increase or decrease the Specified Face Amount of your Policy
the Specified Face Amount     after the first Policy Year within certain limits.
within certain limits.        MINIMUM CHANGES.  Each increase in the Specified Face Amount must be at least
                              $20,000. We reserve the right to change the minimum amount by which you may
                              change the Specified Face Amount.
</TABLE>


                           INCREASES.  To request an increase, you must provide
                       satisfactory evidence of the Insured's insurability. Once
                       requested, an increase will become effective at the next
                       policy anniversary following our approval of your
                       request. The Policy does not allow for an increase if the
                       Insured's Attained Age is greater than 80 on the
                       effective date of the increase.


                           DECREASES.  A decrease will become effective at the
                       beginning of the next Policy Month following our approval
                       of your request. The Specified Face Amount after the
                       decrease must be at least $100,000. Surrender charges
                       will apply to decreases in the Specified Face Amount
                       during the surrender charge period except for decreases
                       in the Specified Face Amount resulting from a change in
                       the death benefit option or a partial surrender.

                           For purposes of determining surrender charges and
                       later cost of insurance charges, we will apply a decrease
                       in Specified Face Amount in the following order--

                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and

                           -   finally, to the initial Specified Face
                               Amount.

                                   ACCESSING YOUR ACCOUNT VALUE

                       SURRENDERS AND SURRENDER CHARGES


<TABLE>
<S>                           <C>
If you surrender your Policy          You may surrender your Policy for its Cash Surrender Value at any time
and receive its Cash Surren-  while the Insured is living. If you do, the insurance coverage and all other
der Value, you may incur      benefits under the Policy will terminate.
surrender charges, taxes,             CASH SURRENDER VALUE is your Policy's Account Value less the sum of--
and tax penalties.
</TABLE>


                           -   the outstanding balance of any Policy
                               Debt; and

                           -   any surrender charges

                        21            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           We will deduct surrender charges from your Account
                       Value if you surrender your Policy or request a decrease
                       in the Specified Face Amount during the surrender charge
                       period. There are separate surrender charges for the
                       initial Specified Face Amount and any increase in the
                       Specified Face Amount you request. The surrender charge
                       period will start on your Policy's Issue Date and on the
                       effective date for the increase, respectively.


                           We will determine your Cash Surrender Value at the
                       next close of business on the New York Stock Exchange
                       after we receive your written request for surrender at
                       our Principal Office.


                           If you surrender your Policy, we will apply a
                       surrender charge to the initial Specified Face Amount and
                       to each increase in the Specified Face Amount other than
                       an increase resulting from a change in the death benefit
                       option. The surrender charge will be calculated
                       separately for the initial Specified Face Amount and each
                       increase in the Specified Face Amount. The surrender
                       charge will be an amount based on certain factors,
                       including the Policy's Specified Face Amount and the
                       Insured's age, sex and rating class. The following are
                       examples of surrender charges at representative Issue
                       Ages.


                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                          (Non-tobacco Male)

<TABLE>
<CAPTION>
                               ISSUE AGE 25   ISSUE AGE 35   ISSUE AGE 45
                               ------------   ------------   ------------
                               <S>            <C>            <C>
                                  $ 4.63         $ 5.77         $ 7.74

<CAPTION>
                               ISSUE AGE 55   ISSUE AGE 65   ISSUE AGE 75
                               ------------   ------------   ------------
                               $      11.25   $      22.38   $      31.38
                               <S>            <C>            <C>
</TABLE>

                        22            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           The surrender charge will be calculated based on the
                       surrender charge percentages for the initial Specified
                       Face Amount and each increase in the Specified Face
                       Amount as shown in the table below.

<TABLE>
<CAPTION>
                                                                SURRENDER CHARGE
                                                             (AS A PERCENTAGE OF THE
                                                                   FIRST YEAR
                           YEAR                                 SURRENDER CHARGE)
                           ----                              -----------------------
<S>                                                          <C>
                             1                                        100.000
                             2                                        100.000
                             3                                        100.000
                             4                                        100.000
                             5                                        100.000
                             6                                         83.333
                             7                                         66.667
                             8                                         50.000
                             9                                         33.333
                            10                                         16.667
                     11 and thereafter                                  0.000
</TABLE>


                           A surrender charge will be applied for each decrease
                       in the Specified Face Amount except for decreases in the
                       Specified Face Amount resulting from a change in death
                       benefit option or partial surrender. These surrender
                       charges will be applied in the following order:


                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and

                           -   third, to the initial Specified Face
                               Amount.

                           On a decrease in the initial Specified Face Amount,
                       you will pay a proportion of the full surrender charge
                       based on the ratio of the Face Amount decrease to the
                       Initial Face Amount. The surrender charge you pay on a
                       decrease that is less than the full amount of an increase
                       in Specified Face Amount will be calculated on the same
                       basis. Future surrender charges will be reduced by any
                       applicable surrender charges for a decrease in the
                       Specified Face Amount.

                           You may allocate any surrender charges resulting from
                       a decrease in the Specified Face Amount among the
                       Sub-Accounts and the Fixed Account Value. If you do not
                       specify the allocation, then the surrender charges will
                       be allocated proportionally among the Sub-Accounts and
                       the Fixed Account Value in excess of any Policy Debt.

                        23            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       PARTIAL SURRENDERS

<TABLE>
<S>                           <C>
If the applicable death               You may make a partial surrender of your Policy once each Policy Year
benefit option is Option A    after the first Policy Year by written request to us. Each partial surrender must
and you make a partial        be for at least $200, and no partial surrender may be made--
surrender of your Policy,     - during the first ten Policy Years for more than 20 percent of your Cash
the Specified Face Amount       Surrender Value at the end of the first Valuation Date after we receive your
will be decreased.              request or
A partial surrender may       - thereafter for more than your Cash Surrender Value.
result in taxes and tax               If the applicable death benefit option is Option A, the Specified Face
penalties.                    Amount will be decreased by the amount of the partial surrender. We will apply
                              the decrease to the initial Specified Face Amount and to each increase in Speci-
                              fied Face Amount in the following order --
</TABLE>

                           -   first, to the most recent increase;

                           -   second, to the next most recent
                               increases, in reverse chronological
                               order; and


                           -   third, to the initial Specified Face
                               Amount.


                           We will not accept requests for a partial surrender
                       if the Specified Face Amount remaining in force after the
                       partial surrender would be less than the Minimum
                       Specified Face Amount. We will effect a partial surrender
                       at the next close of business on the New York Stock
                       Exchange after we receive your written request for
                       surrender.

                       POLICY LOANS

<TABLE>
<S>                           <C>
You may borrow from us using          You may request a policy loan of up to 90% of your Policy's Cash Value,
your Policy as collateral.    decreased by the amount of any outstanding Policy Debt on the date the policy
                              loan is made. Your Policy will terminate for no value subject to a Grace Period
                              if the Policy Debt exceeds the Cash Value. During the first five Policy Years,
                              however, your Policy will not terminate if it satisfies the minimum premium test.
</TABLE>

                           You may allocate the policy loan among the
                       Sub-Accounts and the Fixed Account Value. If you do not
                       specify the allocation, then the policy loan will be
                       allocated proportionally among the Sub-Accounts and the
                       Fixed Account Value in excess of any Policy Debt. Loan
                       amounts allocated to the Sub-Accounts will be transferred
                       to the Fixed Account Value. We will periodically credit
                       interest at an effective annual rate of 3% on the loaned
                       values of the Fixed Account Value.

                        24            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           Interest on the policy loan will accrue daily at 4%
                       annually during Policy Years 1 through 10 and 3% annually
                       thereafter. This interest will be due and payable to us
                       in arrears on each policy anniversary. Any unpaid
                       interest will be added to the principal amount as an
                       additional policy loan and will bear interest at the same
                       rate and will be assessed in the same manner as the prior
                       policy loan.

                           There is no definitive guidance concerning the tax
                       treatment of a policy loan when the interest rate
                       credited to the loan is the same as the interest rate
                       charged against the loan. You should therefore consult
                       your tax adviser regarding loan amounts in Policy
                       Years 11 and thereafter.

                           All funds we receive from you will be credited to
                       your Policy as premium unless we have received written
                       notice, in a form satisfactory to us, that the funds are
                       for loan repayment. In the event you have a loan against
                       the Policy, it is generally advantageous to repay the
                       loan rather than make a premium payment because premium
                       payments incur expense charges whereas loan repayments do
                       not. Loan repayments will first reduce the outstanding
                       balance of the policy loan and then accrued but unpaid
                       interest on such loans. We will accept repayment of any
                       policy loan at any time before Maturity.

                           A policy loan, whether or not repaid, will affect the
                       Policy Proceeds payable upon the insured's death and the
                       Account Value because the investment results of the
                       Sub-Accounts will apply only to the non-loaned portion of
                       the Account Value. The longer a loan is outstanding, the
                       greater the effect is likely to be and, depending on the
                       investment results of the Sub-Accounts or the Fixed
                       Account Value while the loan is outstanding, the effect
                       could be favorable or unfavorable.

                       TRANSFER PRIVILEGES


                           The Policy is not designed for professional market
                       timing organizations or other entities using programmed
                       and frequent transfers. If you wish to employ such
                       strategies, you should not purchase a Policy.
                       Accordingly, such transfers may be subject to special
                       restrictions. Subject, however, to these special
                       restrictions and to our rules as they may exist from time
                       to time and to any limits that may be imposed by the
                       Funds, you may at any time transfer to another Sub-
                       Account all or a portion of the Account Value allocated
                       to a Sub-Account or to the Fixed Account Value. We will
                       make transfers pursuant to an authorized written or
                       telephone request to us. Telephone requests will be
                       honored only if we have a properly completed telephone
                       authorization form for you on file. We, our affiliates
                       and the representative from whom you purchased your
                       Policy will not be responsible for losses resulting from
                       acting upon telephone requests reasonably believed to be
                       genuine. We will use reasonable procedures to confirm


                        25            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       that instructions communicated by telephone are genuine.
                       For transactions initiated by telephone, you will be
                       required to identify yourself by name and a personal
                       identification number.


                           Transfers may be requested by indicating the transfer
                       of either a specified dollar amount or a specified
                       percentage of the Fixed Account Value or the Sub-
                       Account's value from which the transfer will be made. If
                       you request a transfer based on a specified percentage of
                       the Fixed Account Value or the Sub-Account's value, that
                       percentage will be converted into a request for the
                       transfer of a specified dollar amount based on
                       application of the specified percentage to the Fixed
                       Account Value or the Sub-Account's value at the time the
                       request is received. We reserve the right to limit the
                       number of Sub-Accounts to which you may allocate your
                       Account Value to not more than 20 Sub-Accounts.

                           Transfer privileges are subject to our consent. We
                       reserve the right to impose limitations on transfers,
                       including, but not limited to: (1) the minimum amount
                       that may be transferred; and (2) the minimum amount that
                       may remain in a Sub-Account following a transfer from
                       that Sub-Account.

                           We reserve the right to restrict amounts transferred
                       to the Variable Account from the Fixed Account Value to
                       20% of that portion of the Account Value attributable to
                       the Fixed Account Value as of the end of the previous
                       Policy Year.

                           We reserve the right to restrict amounts transferred
                       to the Fixed Account Value from the Variable Account to
                       20% of that portion of the Account Value attributable to
                       the Variable Account as of the end of the previous Policy
                       Year. We further reserve the right to restrict amounts
                       transferred to the Fixed Account Value from the Variable
                       Account in the event the portion of the Account Value
                       attributable to the Fixed Account Value would exceed 30%
                       of the Account Value.

                       ACCOUNT VALUE

                           Your Account Value is the sum of the amounts in each
                       Sub-Account of the Variable Account with respect to your
                       Policy, plus the amount of the Fixed Account Value. The
                       Account Value varies depending upon the Premiums paid,
                       Expense Charges Applied to Premium, Mortality and Expense
                       Risk Percentage charges, Monthly Expense Charges, Monthly
                       Cost of Insurance charges, partial surrenders, fees,
                       policy loans and the net investment factor (described
                       below) for the Sub-Accounts to which your Account Value
                       is allocated.

                        26            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

<TABLE>
<S>                           <C>
A VALUATION DATE is any day           VARIABLE ACCOUNT VALUE.  We measure the amounts in the Sub- Accounts in
on which we, the applicable   terms of Units and Unit Values. On any given date, the amount you have in a
Fund, and the NYSE are open   Sub-Account is equal to the Unit Value multiplied by the number of Units credited
for business.                 to you in that Sub-Account. Amounts allocated to a Sub-Account will be used to
THE VALUATION PERIOD is the   purchase Units of that Sub-Account. Units are redeemed when you make partial
period of time from one       surrenders, undertake policy loans or transfer amounts from a Sub-Account, and
determination of Unit Values  for the payment of Monthly Expense Charges, and Monthly Cost of Insurance charges
to the next.                  and other fees. The number of Units of each Sub- Account purchased or redeemed is
                              determined by dividing the dollar amount of the transaction by the Unit Value for
                              the Sub-Account. The Unit Value for each Sub-Account is established at $10.00 for
                              the first VALUATION DATE of the Sub- Account. The Unit Value for any subsequent
                              Valuation Date is equal to the Unit Value for the preceding Valuation Date
                              multiplied by the net investment factor (determined as provided below). The Unit
                              Value of a Sub-Account for any Valuation Date is determined as of the close of
                              the VALUATION PERIOD ending on that Valuation Date.
</TABLE>

                           Transactions are processed on the date we receive a
                       premium at our Principal Office or any acceptable written
                       or telephonic request is received at our Principal
                       Office. If your premium or request is received on a date
                       that is not a Valuation Date, or after the close of the
                       New York Stock Exchange on a Valuation Date, the
                       transaction will be processed on the next Valuation Date.

<TABLE>
<S>                           <C>
The INVESTMENT START DATE is          The Account Value attributable to each Sub-Account of the Variable
the date we apply your first  Account on the INVESTMENT START DATE equals:
premium payment, which will   - that portion of net premium received and allocated to the Sub-Account, MINUS
be the later of the Issue     - that portion of the Monthly Expense Charges due on the policy date and
Date, the Policy Date or the    subsequent Monthly Anniversary Days through the Investment Start Date charged
Valuation Date we receive a     to the Sub-Account, MINUS
premium equal to or in
excess of the initial pre-
mium.
</TABLE>

                           -   that portion of the Monthly Cost of
                               Insurance deductions due from the
                               policy date through the Investment
                               Start Date charged to the Sub-Account.

                           The Account Value attributable to each Sub-Account of
                       the Variable Account on subsequent Valuation Dates is
                       equal to:

                           -   the Account Value attributable to the
                               Sub-Account on the preceding Valuation
                               Date multiplied by that Sub-Account's
                               net investment factor, PLUS

                           -   that portion of net premium received
                               and allocated to the Sub-Account
                               during the current Valuation Period,
                               PLUS

                        27            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   any amounts transferred by you to the
                               Sub-Account from another Sub-Account
                               or from the Fixed Account Value during
                               the current Valuation Period, MINUS

                           -   any amounts transferred by you from
                               the Sub-Account to another Sub-Account
                               or to the Fixed Account Value during
                               the current Valuation Period, MINUS


                           -   that portion of any partial surrenders
                               deducted from the Sub-Account during
                               the current Valuation Period, MINUS



                           -   that portion of any policy loan or
                               capitalized loan interest transferred
                               from the Sub-Account to the Fixed
                               Account Value during the current
                               Valuation Period, MINUS



                           -   that portion of any surrender charges
                               associated with a decrease in the
                               Specified Face Amount charged to the
                               Sub-Account during the current
                               Valuation Period, MINUS


                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Expense
                               Charge for the Policy Month just
                               beginning charged to the Sub-Account,
                               MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Cost of
                               Insurance for the Policy Month just
                               ending charged to the Sub-Account.

                           NET INVESTMENT FACTOR.  The NET INVESTMENT FACTOR for
                       each Sub-Account for any Valuation Period is determined
                       by deducting the Mortality and Expense Risk Charge for
                       each day in the Valuation Period from the quotient of (1)
                       and (2) where:

                       (1) is the net result of --

                           -   the net asset value of a Fund share
                               held in the Sub-Account determined as
                               of the end of the Valuation Period,
                               PLUS

                           -   the per share amount of any dividend
                               or other distribution declared on Fund
                               shares held in the Sub-Account if the
                               "ex-dividend" date occurs during the
                               Valuation Period, PLUS OR MINUS

                           -   a per share credit or charge with
                               respect to any taxes reserved for by
                               us, or paid by us if not previously
                               reserved for, during the Valuation
                               Period which are determined by us to
                               be attributable to the operation of
                               the Sub-Account; and

                        28            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       (2) is the net asset value of a Fund share held in the
                       Sub-Account determined as of the end of the preceding
                       Valuation Period.

                           The Mortality and Expense Risk Charge for the
                       Valuation Period is the Daily Risk Charge times the
                       number of days in the Valuation Period.

                           The net investment factor may be greater or less than
                       one.

                           FIXED ACCOUNT VALUE.  The Fixed Account Value on the
                       Investment Start Date equals:

                           -   that portion of net premium received
                               and allocated to the Fixed Account
                               Value accrued at interest, MINUS

                           -   that portion of the Monthly Expense
                               Charges due on the policy date and
                               subsequent Monthly Anniversary Days
                               through the Investment Start Date
                               charged to the Fixed Account Value
                               accrued at interest, MINUS

                           -   that portion of the Monthly Cost of
                               Insurance deductions due from the
                               policy date through the Investment
                               Start Date charged to the Fixed
                               Account Value accrued at interest.

                           The Fixed Account Value on subsequent Valuation Dates
                       is equal to:

                           -   the Fixed Account Value on the
                               preceding Valuation Date accrued at
                               interest, PLUS

                           -   that portion of net premium received
                               and allocated to the Fixed Account
                               Value during the current Valuation
                               Period accrued at interest, PLUS

                           -   any amounts transferred by you to the
                               Fixed Account Value from the Variable
                               Account during the current Valuation
                               Period accrued at interest, MINUS

                           -   any amounts transferred by you from
                               the Fixed Account Value to the
                               Variable Account during the current
                               Valuation Period accrued at interest,
                               MINUS

                           -   that portion of any partial surrenders
                               deducted from the Fixed Account Value
                               during the current Valuation Period
                               accrued at interest, PLUS


                           -   any policy loan or capitalized loan
                               interest transferred from the Variable
                               Account to the Fixed Account Value
                               during the current Valuation Period
                               accrued at interest, MINUS


                           -   that portion of any surrender charges
                               associated with a decrease in the
                               Specified Face Amount charged to the

                        29            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                               Fixed Account Value during the current
                               Valuation Period, MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Expense
                               Charge for the Policy Month just
                               beginning charged to the Fixed Account
                               Value accrued at interest, MINUS

                           -   if a Monthly Anniversary Day occurs
                               during the current Valuation Period,
                               that portion of the Monthly Cost of
                               Insurance for the Policy Month just
                               ending charged to the Fixed Account
                               Value accrued at interest.

                           The minimum guaranteed interest rate applicable to
                       the Fixed Account Value is 3% annually. Interest in
                       excess of the guaranteed rate may be applied in the
                       calculation of the Fixed Account Value at such increased
                       rates and in such manner as we may determine, based on
                       our expectations of future interest, mortality costs,
                       persistency, expenses and taxes. Interest credited will
                       be computed on a compound interest basis.

                           INSUFFICIENT VALUE.  Your Policy will terminate for
                       no value, subject to a Grace Period described below if,
                       on a Valuation Date, a Monthly Anniversary Day occurred
                       during the Valuation Period and--

                           -   your Policy's Cash Surrender Value is
                               equal to or less than zero or

                           -   the Policy Debt exceeds the Cash
                               Value.

                           During the first five Policy Years, a policy will not
                       terminate by reason of insufficient value if it satisfies
                       the "minimum premium test," described below.

                           If on a Valuation Date a Monthly Anniversary Day
                       occurred during the Valuation Period and the Monthly
                       Expense Charge plus the Monthly Cost of Insurance plus
                       the Policy Debt exceed your Account Value, any Unpaid
                       Policy Charges will be increased by the amount in excess
                       of your Account Value. Except for policies delivered in
                       the state of Texas, any Unpaid Policy Charges will
                       accumulate interest at an annual rate of 3%.

                           MINIMUM PREMIUM TEST (NO-LAPSE GUARANTEE).  A Policy
                       satisfies the minimum premium test if the premiums paid
                       less any partial surrenders less any Policy Debt exceed
                       the sum of the "Minimum Monthly Premiums" which applied
                       to the Policy in each Policy Month from the policy date
                       to the Valuation Date.

                        30            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           The applicable Minimum Monthly Premiums are specified
                       in your Policy. We will revise the Minimum Monthly
                       Premiums as a result of any of the following changes to a
                       Policy:

                           -   an increase in the Specified Face
                               Amount;

                           -   an increase in the cost of any rider;

                           -   when requested by you, the addition of
                               any rider.

                           The revised Minimum Monthly Premiums will be
                       effective as of the effective date of the change to the
                       Policy and will remain in effect until again revised by
                       any of the above changes.

                           GRACE PERIOD.  If, on a Valuation Date, your Policy
                       will terminate by reason of insufficient value, we will
                       allow a Grace Period. This Grace Period will allow 61
                       days from that Valuation Date for the payment of a
                       premium sufficient to keep the Policy in force. Notice of
                       premium due will be mailed to your last known address or
                       the last known address of any assignee of record. We will
                       assume that your last known address is the address shown
                       on your Policy Application (or notice of assignment),
                       unless we receive written notice of a change in address
                       in a form satisfactory to us. If the premium due is not
                       paid within 61 days after the beginning of the Grace
                       Period, then the Policy and all rights to benefits will
                       terminate without value at the end of the 61 day period.
                       The Policy will continue to remain in force during this
                       Grace Period. If the Policy Proceeds become payable by us
                       during the Grace Period, then any Unpaid Policy Charges
                       will be deducted from the amount payable by us.

                           SPLITTING UNITS.  We reserve the right to split or
                       combine the value of Units. In effecting any such change,
                       strict equity will be preserved and no change will have a
                       material effect on the benefits or other provisions of
                       your Policy.

                       CHARGES AND DEDUCTIONS

                           EXPENSE CHARGES APPLIED TO PREMIUM.  We will deduct a
                       charge from each premium payment as a sales load and for
                       our federal, state and local tax obligations, which we
                       will determine from time to time. The current charge is
                       5.25%. The maximum charge is guaranteed not to exceed
                       7.25%.

                           MORTALITY AND EXPENSE RISK CHARGE.  This charge is
                       for the mortality and expense risks we assume with
                       respect to the Policy. It is based on an annual rate that
                       we apply against the Variable Account on a daily basis.

                        31            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           The Mortality and Expense Risk Charge will be
                       determined by us from time to time based on our
                       expectations of future interest, mortality costs,
                       persistency, expenses and taxes, but will not exceed
                       0.90% annually. Effective June 1, 2000, the charge is
                       0.60% for Policy Years 1 through 10 and 0.20% thereafter.
                       Until that date, our current charges are 0.80% for Policy
                       Years 1 through 10 and 0.50% thereafter.


                           The mortality risk we assume is that the group of
                       lives insured under the Policies may, on average, live
                       for shorter periods of time than we estimated. The
                       expense risk we assume is that our costs of issuing and
                       administering Policies may be more than we estimated.

                           MONTHLY EXPENSE CHARGE.  We will deduct a charge of
                       $8.00 from your Policy's Account Value each Policy Month
                       to cover our administrative costs. The Monthly Expense
                       Charge will be deducted proportionally from the Sub-
                       Accounts and the Fixed Account Value in excess of any
                       Policy Debt.

                           MONTHLY COST OF INSURANCE.  We deduct a Monthly Cost
                       of Insurance charge from your Account Value to cover
                       anticipated costs of providing insurance coverage. The
                       Monthly Cost of Insurance deduction will be charged
                       proportionally to the amounts in the Sub-Accounts and the
                       Fixed Account Value in excess of any Policy Debt.

                           The Monthly Cost of Insurance equals the sum of (1),
                       (2) and (3) where:

                       (1) is the cost of insurance charge equal to the Monthly
                           Cost of Insurance rate (described below) multiplied
                           by the net amount at risk divided by 1,000;

                       (2) is the monthly rider cost for any riders which are a
                           part of your Policy (with the monthly rider cost, if
                           any riders are added, as described in the rider
                           itself); and

                       (3) is any additional insurance charge calculated as
                           specified in your Policy, for, among other reasons,
                           occupational or avocational risks.

                           The NET AMOUNT AT RISK equals:

                           -   the death benefit divided by 1.00247;
                               MINUS

                           -   your Account Value on the Valuation
                               Date prior to assessing the monthly
                               expense charge and the cost of
                               insurance charges.

                           If there are increases in the Specified Face Amount
                       other than increases caused by changes in the death
                       benefit option, the cost of insurance charge

                        32            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       described above is determined separately for the initial
                       Specified Face Amount and each increase in the Specified
                       Face Amount. In calculating the net amount at risk, your
                       Account Value will first be allocated to the initial
                       death benefit and then to each increase in the Specified
                       Face Amount in the order in which the increases were
                       made.


                           MONTHLY COST OF INSURANCE RATES.  The Monthly Cost of
                       Insurance rates (except for any such rate applicable to
                       an increase in the Specified Face Amount) are based on
                       the length of time your Policy has been in force and the
                       insured's sex (in the case of non-unisex Policies), Issue
                       Age, and rating class. The Monthly Cost of Insurance
                       rates applicable to each increase in the Specified Face
                       Amount are based on the length of time the increase has
                       been in force and the Insured's sex (in the case of
                       non-unisex Policies), Issue Age, and rating class. The
                       Monthly Cost of Insurance rates will be determined by us
                       from time to time based on our expectations of future
                       experience with respect to mortality costs, persistency,
                       interest rates, expenses and taxes, but will not exceed
                       the Guaranteed Maximum Monthly Cost of Insurance Rates
                       based on the 1980 Commissioner's Standard Ordinary Smoker
                       and Nonsmoker Mortality Tables.


                           BASIS OF COMPUTATION.  Guaranteed Maximum Monthly
                       Cost of Insurance Rates are based on the 1980
                       Commissioner's Standard Ordinary Smoker and Nonsmoker
                       Mortality Tables. The Guaranteed Maximum Monthly Cost of
                       Insurance Rates reflect any underwriting rating
                       applicable to the Policy. We have filed a detailed
                       statement of our methods for computing Cash Values with
                       the insurance department in each jurisdiction where the
                       Policy was delivered. These values equal or exceed the
                       minimum required by law.


                       WAIVERS AND REDUCED CHARGES



                           We may reduce or waive the sales load or surrender
                       charge in situations where selling and/or maintenance
                       costs associated with the Policies are reduced, sales of
                       large Policies, and certain group or sponsored
                       arrangements. In addition, we may waive charges in
                       connection with Policies sold to our or our affiliates'
                       officers, directors and employees.


                       MATURITY


                           Your policy will terminate when the insured reaches
                       Attained Age 100. If the insured is living and your
                       Policy is in force on the Maturity date, your policy's
                       Cash Surrender Value will be payable to you.


                        33            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       MATURITY DATE EXTENSION

                           The Maturity date of your Policy will be extended
                       beyond the original Maturity date shown in your Policy,
                       if you so request in writing at our Principal Office
                       prior to the original Maturity date and the Policy has a
                       Cash Value on the original Maturity date. The new
                       Maturity date will be the one you request.

                           After the original Maturity date (if you have
                       requested a new Maturity date):

                           -   We will not accept any more premium
                               payments for your Policy.

                           -   No more deductions for the Monthly
                               Expense Charges or for Monthly Cost of
                               Insurance charges will be made from
                               your Account Value.

                           -   The death benefit will be your Account
                               Value on the date of the insured's
                               death.

                           -   Your Policy's reinstatement provisions
                               will not apply.

                           Except as provided above, an extension of the
                       Maturity date does not alter your Policy.

                           If the Maturity date is extended, your Policy may not
                       qualify as life insurance beyond the original Maturity
                       date and may be subject to tax consequences. We recommend
                       that you receive counsel from your tax adviser. We will
                       not be responsible for any adverse tax consequences
                       resulting from the extension of the Maturity date of your
                       Policy.

                       SUPPLEMENTAL BENEFITS

                           The following supplemental benefit riders are
                       available, subject to certain limitations described
                       below. There is no charge for the accelerated benefits
                       rider. An additional cost of insurance will be charged
                       for each of the other riders which is in force as a part
                       of the Monthly Cost of Insurance charge.


                           ACCELERATED BENEFITS RIDER.  Under this rider, we
                       will pay you, at your written request in a form
                       satisfactory to us, an "accelerated benefit" if the
                       Insured is terminally ill. An Insured is considered
                       "terminally ill" if the Insured has a life expectancy of
                       12 months or less due to illness or physical condition.
                       We will require proof, satisfactory to us, of the
                       Insured's terminal illness, including, but not limited
                       to, certification by an independent physician. No
                       accelerated benefit is payable, however, unless your
                       Policy has been in force for at least two years following
                       its Issue Date or the date of its last reinstatement.


                        34            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           The accelerated benefit payment will be equal to that
                       portion of your Policy's death benefit requested by you,
                       not to exceed the lesser of (a) 75% of the amount of the
                       death benefit or (b) $250,000 (the "Accelerated Amount"),
                       subject to the following adjustments:

                           -   We will discount the Accelerated
                               Amount based on an annual interest
                               rate, not to exceed the greater of:
                               (a) the yield on 90-day Treasury bills
                               on the day we receive your request; or
                               (b) the statutory maximum policy loan
                               interest rate.

                           -   If you have an outstanding policy loan
                               on the date we approve your request,
                               we will reduce the Accelerated Amount
                               in partial payment of the policy loan
                               by an amount equal to the amount of
                               the policy loan multiplied by the
                               ratio of the Accelerated Amount to the
                               amount of your Policy's death benefit
                               (the "Eligible Amount").

                           -   We will reduce the Accelerated Amount
                               by the amount of any administrative
                               fee, not to exceed $150, in effect at
                               the time we receive your request.

                           You may request only one accelerated benefit payment.
                       This rider will terminate upon payment of an accelerated
                       benefit, and the Specified Face Amount and Account Value
                       of your Policy will be reduced by the ratio of the
                       Accelerated Amount to the Eligible Amount.

                           ACCIDENTAL DEATH BENEFIT RIDER.  Under this rider, we
                       will pay the accidental death benefit specified in your
                       Policy when we receive due proof of the insured's
                       accidental death and that death occurred while this rider
                       was in force, on or after the insured's first birthday
                       and within ninety days after the date of the accident.
                       "Accidental death" means that the insured died as a
                       direct result, independent of all other causes, (a) from
                       an injury sustained solely by external or violent
                       accident, or (b) by an accidental drowning, excluding
                       death caused by certain specified risks. If you change
                       your Policy's Specified Face Amount, the accidental death
                       benefit will not change unless you specifically request
                       such a change. This rider will terminate on the earliest
                       of (a) the nearest policy anniversary to the insured's
                       70th birthday or (b) the date that this policy terminates
                       in accordance with its grace period provision.


                           MONTHLY RIDER COST.  The cost of this rider will be
                       part of the Monthly Cost of Insurance charge described in
                       this prospectus. The total monthly rider cost will equal
                       a rate which varies by the Insured's issue age, sex and
                       rating class multiplied by the amount of the accidental
                       death benefit.


                        35            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           WAIVER OF MONTHLY DEDUCTIONS RIDER.  Under this
                       rider, we will waive the monthly deductions under your
                       Policy retroactive to the date of total disability when
                       the insured suffers a total disability, if the insured's
                       total disability commences while this rider is in force
                       and continues for six months. We will continue to waive
                       the monthly deduction for as long as the disability
                       continues. We must receive written notice and due proof
                       before we will waive the monthly deductions. We may
                       require from time to time additional proof that the
                       disability is continuing, but not more frequently than
                       once per year after the disability has continued for two
                       years. We will not waive the monthly deductions--

                           -   for any month before the insured's
                               fifth birthday;

                           -   for any month which is more than one
                               year before we receive a notice of the
                               total disability; or

                           -   if the total disability is caused by
                               or results from certain specified
                               risks.

                           A "total disability" is any incapacity resulting from
                       bodily injury or disease which--

                           -   during the first 24 months of the
                               incapacity prevents the insured from
                               performing substantially all of the
                               major duties of the insured's
                               occupation; and

                           -   if the incapacity continues beyond 24
                               months, prevents the insured from
                               doing any work for which the insured
                               is reasonably qualified to perform by
                               reason of training, education or
                               experience.

                           Even if the insured can work, the following
                       constitutes a total disability:

                           -   total and permanent loss of sight of
                               both eyes or total and permanent loss
                               of hearing in both ears;

                           -   severance of both hands, both feet, or
                               one hand and one foot.

                           While the insured's total disability is continuing,
                       you cannot change your Policy's--

                           -   Specified Face Amount, unless
                               otherwise permitted under the
                               provisions of another rider to your
                               policy; or

                           -   your death benefit option.

                           This rider will terminate on the earliest of:

                           -   the nearest policy anniversary to the
                               insured's 65th birthday, unless the
                               insured's total disability is
                               continuing, and if the total
                               disability commences before the

                        36            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                               policy anniversary nearest to the
                               insured's 60th birthday; or

                           -   the nearest policy anniversary to the
                               insured's 65th birthday, if the total
                               disability commenced on or after the
                               policy anniversary nearest to the
                               insured's 60th birthday; or

                           -   the date that the Policy terminates in
                               accordance with its Grace Period
                               provision.

                           If this rider terminates because your Policy lapses,
                       we will reinstate the rider if certain specified
                       conditions are met.


                           MONTHLY RIDER COST.  The cost of this rider will be
                       part of the Monthly Cost of Insurance charge described in
                       this prospectus. The total monthly rider cost will equal
                       a rate based on the Insured's Issue Age, sex and rating
                       class multiplied by the net amount at risk.


                           PAYMENT OF STIPULATED AMOUNT RIDER.  Under this
                       rider, we will make a monthly payment of the "stipulated
                       amount" when the insured suffers a total disability, if
                       the insured's total disability commences while this rider
                       is in force and continues for six months. We will
                       continue to make a payment of that amount for as long as
                       the disability continues. We must receive written notice
                       and due proof before we will make a payment. We may
                       require from time to time additional proof that the
                       disability is continuing, but not more frequently than
                       once per year after the disability has continued for five
                       years. We will not make payments under this rider if the
                       total disability is caused by or results from certain
                       specified risks. This rider will not apply to any Monthly
                       Anniversary Day that occurs before the insured's fifth
                       birthday or that was due more than one year before we
                       first received notice of the insured's total disability.

                           A "total disability" is any incapacity resulting from
                       bodily injury or disease which--

                           -   during the first 60 months of the
                               incapacity prevents the insured from
                               performing substantially all of the
                               major duties of the insured's
                               occupation; and

                           -   if the incapacity continues beyond 60
                               months, prevents the insured from
                               doing any work for which the insured
                               is reasonably qualified to perform by
                               reason of training, education or
                               experience.

                           Even if the insured can work, the following
                       constitutes a total disability:

                           -   total and permanent loss of sight of
                               both eyes or total and permanent loss
                               of hearing in both ears;

                        37            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   severance of both hands, both feet, or
                               one hand and one foot.

                           You may change the stipulated amount by written
                       request to our Principal Office. An increase in the
                       stipulated amount is subject to our underwriting and
                       administrative rules in effect at the time. If we make a
                       change to this Policy at your request and if that change
                       results in a reduction of the amount of premium you may
                       pay for this Policy under applicable tax law, we will
                       reduce the stipulated amount to conform to that
                       reduction. We will reduce the cost of insurance for this
                       rider appropriately. We will inform you in writing of
                       these reductions.

                           You may not change the frequency of premium payment
                       for your Policy or increase the stipulated amount while
                       the insured's total disability is continuing.

                           This rider will terminate on the earliest of:

                           -   The policy anniversary nearest to the
                               insured's 65th birthday. However, if
                               the insured's total disability
                               commenced before that policy
                               anniversary, the benefit provided by
                               this rider will continue until the end
                               of the benefit period specified in
                               your policy. No total disability of
                               the insured's that commences on or
                               after the policy anniversary nearest
                               to the insured's 65th birthday is
                               covered under this rider.

                           -   The date your Policy lapses because of
                               insufficient value.

                           -   The date your Policy is surrendered
                               for its Cash Surrender Value.

                           -   The date of death of the insured.

                           -   The date we receive your written
                               request that it be terminated.


                           MONTHLY RIDER COST.  The monthly cost for this rider
                       is equal to the stipulated amount times a rate which
                       varies by factors including the Insured's Issue Age, sex,
                       and rating class.


                       TERMINATION OF POLICY

                           Your Policy will terminate on the earlier of the date
                       we receive your request to surrender, the expiration date
                       of the Grace Period due to insufficient value, the date
                       of death of the insured, or the Maturity date.

                        38            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       REINSTATEMENT

                           Before the insured's death, we will reinstate your
                       Policy prior to its Maturity date, provided that the
                       Policy has not been surrendered and you--

                           -   make a request for reinstatement
                               within five years from the date of
                               termination;

                           -   submit satisfactory evidence of
                               insurability to us; and

                           -   pay an amount sufficient to put your
                               Policy in force.

                           To put your Policy in Force, you must pay an amount
                       of at least--


                           -   the Unpaid Policy Charges at the date
                               of termination; plus



                           -   any excess of the Policy Debt over the
                               Cash Value at the date of termination;
                               plus


                           -   three times the Monthly Cost of
                               Insurance charges applicable at the
                               date of reinstatement; plus

                           -   three times the Monthly Expense
                               Charge.

                           During the first five Policy Years, an amount is
                       sufficient to put your Policy in force if it meets the
                       minimum premium test.

                           A reinstated Policy's Specified Face Amount may not
                       exceed the Specified Face Amount at the time of
                       termination. Your Account Value on the reinstatement date
                       will reflect:

                           -   the Account Value at the time of
                               termination; PLUS

                           -   net premiums attributable to premiums
                               paid to reinstate the Policy; MINUS

                           -   the Monthly Expense Charge; MINUS

                           -   the Monthly Cost of Insurance charge
                               applicable on the date of
                               reinstatement.

                           The effective date of reinstatement will be the
                       Monthly Anniversary Day that falls on or next follows the
                       date we approve your request.

                           Any Policy Debt at the time of termination must be
                       repaid upon the reinstatement of the Policy or carried
                       over to the reinstated Policy.

                           If your Policy was subject to surrender charges when
                       it lapsed, the reinstated Policy will be subject to
                       surrender charges as if it had not terminated.

                        39            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           The incontestability provision of the Policy will
                       apply to the Policy after reinstatement as regards
                       statements made in the application for reinstatement. The
                       suicide provision of the Policy will apply to the policy
                       after reinstatement. In those provisions of a reinstated
                       Policy, "Issue Date" means the effective date of
                       reinstatement.

                       DEFERRAL OF PAYMENT


                           We will usually pay any amount due from the Variable
                       Account within seven days after the Valuation Date
                       following our receipt of written notice satisfactory to
                       us giving rise to such payment or, in the case of death
                       of the Insured, due proof of such death. Payment is
                       subject to our rights under the Policy's incontestability
                       and suicide provisions. Payment of any amount payable
                       from the Variable Account on death, surrender, partial
                       surrender, or policy loan may be postponed whenever:


                           -   the New York Stock Exchange is closed
                               other than customary weekend and
                               holiday closing, or trading on the
                               NYSE is otherwise restricted;

                           -   the Securities and Exchange
                               Commission, by order, permits
                               postponement for the protection of
                               policyowners; or

                           -   an emergency exists as determined by
                               the Securities and Exchange
                               Commission, as a result of which
                               disposal of securities is not
                               reasonably practicable, or it is not
                               reasonably practicable to determine
                               the value of the assets of the
                               Variable Account.

                       RIGHTS OF OWNER


                           While the Insured is alive, unless you have assigned
                       any of these rights, you may:


                           -   transfer ownership to a new owner;


                           -   name a contingent owner who will
                               automatically become the owner of the
                               Policy if you die before the Insured;


                           -   change or revoke a contingent owner;

                           -   change or revoke a beneficiary;

                           -   exercise all other rights in the
                               Policy;

                           -   increase or decrease the Specified
                               Face Amount, subject to the other
                               provisions of the Policy;

                        40            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   change the death benefit option,
                               subject to the other provisions of the
                               Policy.

                           When you transfer your rights to a new owner, you
                       automatically revoke any prior contingent owner
                       designation. When you want to change or revoke a prior
                       beneficiary designation, you have to specify that action.
                       You do not affect a prior beneficiary when you merely
                       transfer ownership, or change or revoke a contingent
                       owner designation.

                           You do not need the consent of a beneficiary or a
                       contingent owner in order to exercise any of your rights.
                       However, you must give us written notice satisfactory to
                       us of the requested action. Your request will then,
                       except as otherwise specified herein, be effective as of
                       the date you signed the form, subject to any action taken
                       before we received it.

                       RIGHTS OF BENEFICIARY

                           The beneficiary has no rights in the Policy until the
                       death of the insured. If a beneficiary is alive at that
                       time, the beneficiary will be entitled to payment of the
                       Policy Proceeds as they become due.

                       OTHER POLICY PROVISIONS

                           ADDITION, DELETION OR SUBSTITUTION OF
                       INVESTMENTS.  We may decide to add new Sub-Accounts at
                       any time. Also, shares of any or all of the Funds may not
                       always be available for purchase by the Sub-Accounts of
                       the Variable Account, or we may decide that further
                       investment in any such shares is no longer appropriate.
                       In either event, shares of other registered open-end
                       investment companies or unit investment trusts may be
                       substituted both for Fund shares already purchased by the
                       Variable Account and/or as the security to be purchased
                       in the future, provided that these substitutions have
                       been approved by the Securities and Exchange Commission,
                       to the extent necessary. In addition, the investment
                       policies of the Sub-Accounts will not be changed without
                       the approval of the Insurance Commissioner of the State
                       of Delaware. We also reserve the right to eliminate or
                       combine existing Sub-Accounts or to transfer assets
                       between Sub-Accounts. In the event of any substitution or
                       other act described in this paragraph, we may make
                       appropriate amendments to the Policy to reflect the
                       substitution.

                           ENTIRE CONTRACT.  Your entire contract with us
                       consists solely of the Policy, including the attached
                       copy of your Policy Application and any attached copies
                       of supplemental applications for increases in the
                       Specified Face Amount.

                        41            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           ALTERATION.  Sales representatives do not have any
                       authority to either alter or modify your Policy or to
                       waive any of its provisions. The only persons with this
                       authority are our president, actuary, secretary, or one
                       of our vice presidents.

                           MODIFICATION.  Upon notice to you, we may modify the
                       Policy if such a modification--

                           -   is necessary to make the Policy or the
                               Variable Account comply with any law
                               or regulation issued by a governmental
                               agency to which we are or the Variable
                               Account is subject;

                           -   is necessary to assure continued
                               qualification of the Policy under the
                               Internal Revenue Code or other federal
                               or state laws as a life insurance
                               policy;

                           -   is necessary to reflect a change in
                               the operation of the Variable Account
                               or the Sub-Accounts; or

                           -   adds, deletes or otherwise changes
                               Sub-Account options.

                           We also reserve the right to modify certain
                       provisions of the Policy as stated in those provisions.
                       In the event of any such modification, we may make
                       appropriate amendments to the Policy to reflect such
                       modification.


                           ASSIGNMENTS.  During the lifetime of the Insured, you
                       may assign all or some of your rights under the Policy.
                       All assignments must be filed at our Principal Office and
                       must be in written form satisfactory to us. The
                       assignment will then be effective as of the date you
                       signed the form, subject to any action taken before we
                       received it. We are not responsible for the validity or
                       legal effect of any assignment.


                           NONPARTICIPATING.  The Policy does not pay dividends.
                       The Policy does not share in our profits or surplus
                       earnings.

                           MISSTATEMENT OF AGE OR SEX (NON-UNISEX POLICY).  If
                       the age or sex (in the case of a non-unisex Policy) of
                       the insured is stated incorrectly, the amounts payable by
                       us will be adjusted as follows:

                           Misstatement discovered at death--The death benefit
                           will be recalculated to that which would be purchased
                           by the most recently charged Monthly Cost of
                           Insurance rate for the correct age or sex (for a
                           non-unisex Policy).

                           Misstatement discovered prior to death--Your Account
                           Value will be recalculated from the policy date using
                           the Monthly Cost of Insurance Rates based on the
                           correct age or sex (for a non-unisex Policy).

                        42            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           SUICIDE.  If the insured, whether sane or insane,
                       commits suicide within two years after your Policy's
                       Issue Date, we will not pay any part of the Policy
                       Proceeds. We will refund the premiums paid, less the
                       amount of any Policy Debt and any partial surrenders.

                           If the insured, whether sane or insane, commits
                       suicide within two years after the effective date of an
                       increase in the Specified Face Amount, then our liability
                       as to that increase will be the cost of insurance for
                       that increase.


                           INCONTESTABILITY.  All statements made in the
                       application or in a supplemental application are
                       representations and not warranties. We relied and will
                       rely on those statements when approving the issuance,
                       increase in face amount, increase in death benefit over
                       premium paid, or change in death benefit option of the
                       Policy. No statement can be used by us in defense of a
                       claim unless the statement was made in the application or
                       in a supplemental application. In the absence of fraud,
                       after the Policy has been in force during the lifetime of
                       the insured for a period of two years from its Issue
                       Date, we cannot contest it except for non-payment of
                       premiums. However, any increase in the face amount which
                       is effective after the Issue Date will be incontestable
                       only after such increase has been in force during the
                       lifetime of the insured for two years from the Effective
                       Date of Coverage of such increase. Any increase in death
                       benefit over premium paid or increase in death benefit
                       due to a death benefit option change will be
                       incontestable only after such increase has been in force
                       during the lifetime of the Insured for two years from the
                       date of the increase.


                           REPORT TO OWNER.  We will send you a report at least
                       once each Policy Year. The report will show current
                       policy values, premiums paid, and deductions made since
                       the last report. It will also show the balance of any
                       outstanding policy loans and accrued interest on such
                       loans. There is no charge for this report.

                           ILLUSTRATIONS.  After the first Policy Year, we will
                       provide you with an illustration of future Account Values
                       and death benefits upon request. We may charge a fee not
                       to exceed $25 per illustration.

                                     PERFORMANCE INFORMATION

<TABLE>
<S>                           <C>
We may present mutual fund            We may sometimes publish performance information related to the Fund, the
portfolio performance and     Variable Account or the Policy in advertising, sales literature and other
hypothetical Policy illus-    promotional materials. This information is based on past investment results and
trations in sales             is not an indication of future performance.
literature.
</TABLE>

                        43            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       PORTFOLIO PERFORMANCE

                           We may publish a mutual fund portfolio's TOTAL RETURN
                       or AVERAGE ANNUAL TOTAL RETURN. Total return is the
                       change in value of an investment over a given period,
                       assuming reinvestment of any dividends and capital gains.
                       Average annual total return is a hypothetical rate of
                       return that, if achieved annually, would have produced
                       the same total return over a stated period if performance
                       had been constant over the entire period. Average annual
                       total returns smooth variations in performance, and are
                       not the same as actual year-by-year results.

                           We may also publish a mutual fund portfolio's yield.
                       Yield refers to the income generated by an investment in
                       a portfolio over a given period of time, expressed as an
                       annual percentage rate. When a yield assumes that income
                       earned is reinvested, it is called an EFFECTIVE YIELD.
                       SEVEN-DAY YIELD illustrates the income earned by an
                       investment in a money market fund over a recent seven-
                       day period.

                           TOTAL RETURNS AND YIELDS QUOTED FOR A MUTUAL FUND
                       PORTFOLIO INCLUDE THE INVESTMENT MANAGEMENT FEES AND
                       OTHER EXPENSES OF THE PORTFOLIO, BUT DO NOT INCLUDE
                       CHARGES AND DEDUCTIONS ATTRIBUTABLE TO YOUR POLICY. These
                       expenses would reduce the performance quoted.

                       ADJUSTED PORTFOLIO PERFORMANCE

                           We may publish a mutual fund portfolio's total return
                       and yields adjusted for charges against the assets of the
                       Variable Account.

                           We may publish total return and yield quotations
                       based on the period of time that a mutual fund portfolio
                       has been in existence. The results for any period prior
                       to any Policy being offered will be calculated as if the
                       Policy had been offered during that period of time, with
                       all charges assumed to be those applicable to the Policy.

                       OTHER INFORMATION

                           Performance information may be compared, in reports
                       and promotional literature, to:

                           -   the S&P 500, Dow Jones Industrial
                               Average, Lehman Brothers Aggregate
                               Bond Index or other unmanaged indices
                               so that investors may compare the
                               Sub-Account results with those of a
                               group of unmanaged securities widely
                               regarded by investors as
                               representative of the securities
                               markets in general;

                        44            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   other groups of variable life variable
                               accounts or other investment products
                               tracked by Lipper Analytical Services,
                               a widely used independent research
                               firm which ranks mutual funds and
                               other investment products by overall
                               performance, investment objectives,
                               and assets, or tracked by other
                               services, companies, publications, or
                               persons, such as Morningstar, Inc.,
                               who rank such investment products on
                               overall performance or other criteria;
                               or

                           -   the Consumer Price Index (a measure
                               for inflation) to assess the real rate
                               of return from an investment in the
                               Sub-Account. Unmanaged indices may
                               assume the reinvestment of dividends
                               but generally do not reflect
                               deductions for administrative and
                               management expenses.

                           We may provide policy information on various topics
                       of interest to you and other prospective policyowners.
                       These topics may include:

                           -   the relationship between sectors of
                               the economy and the economy as a whole
                               and its effect on various securities
                               markets;

                           -   investment strategies and techniques
                               (such as value investing, market
                               timing, dollar cost averaging, asset
                               allocation, constant ratio transfer
                               and account rebalancing);

                           -   the advantages and disadvantages of
                               investing in tax-deferred and taxable
                               investments;

                           -   customer profiles and hypothetical
                               purchase and investment scenarios;

                           -   financial management and tax and
                               retirement planning; and

                           -   investment alternatives to
                               certificates of deposit and other
                               financial instruments, including
                               comparisons between a Policy and the
                               characteristics of, and market for,
                               such financial instruments.

                                FEDERAL INCOME TAX CONSIDERATIONS

<TABLE>
<S>                           <C>
We do not make any guar-              The following summary provides a general description of the federal
antees about the Policy's     income tax considerations associated with the Policy and does not purport to be
tax status.                   complete or to cover all situations. This discussion is NOT intended as tax
                              advice. You should consult counsel or other competent tax advisers for more
                              complete information. This discussion is based upon our understanding of the
                              present federal income tax laws as they are currently interpreted by the Internal
</TABLE>

                        45            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       Revenue Service (the "IRS"). We make no representation as
                       to the likelihood of continuation of the present federal
                       income tax laws or of the current interpretations by the
                       IRS. WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX
                       STATUS OF ANY POLICY OR ANY TRANSACTION REGARDING THE
                       POLICY.

                           The Policy may be used in various arrangements,
                       including non-qualified deferred compensation or salary
                       continuance plans, split dollar insurance plans,
                       executive bonus plans, retiree medical benefit plans and
                       others. The tax consequences of such plans may vary
                       depending on the particular facts and circumstances of
                       each individual arrangement. Therefore, if the use of the
                       Policy in any such arrangement is contemplated, you
                       should consult a qualified tax adviser for advice on the
                       tax attributes of the particular arrangement.

                       TAX STATUS OF THE POLICY

<TABLE>
<S>                           <C>
We believe the Policy will            A Policy has certain tax advantages when treated as a life insurance
be treated as a life          contract within the meaning of Section 7702 of the Internal Revenue Code of 1986,
insurance contract under      as amended (the "Code"). We believe that the Policy meets the Section 7702
federal tax laws.             definition of a life insurance contract and will take whatever steps are
                              appropriate and reasonable to attempt to cause the Policy to comply with Sec-
                              tion 7702.
</TABLE>

                       DIVERSIFICATION OF INVESTMENTS

                           Section 817(h) of the Code requires that the Variable
                       Account's investments be "adequately diversified" in
                       accordance with certain Treasury regulations. We believe
                       that the Variable Account will be adequately diversified.


                           In certain circumstances, the owner of a variable
                       life insurance policy may be considered, for federal
                       income tax purposes, the owner of the assets of the
                       separate account used to support the policy. In those
                       circumstances, income and gains from the separate account
                       assets would be includible in the variable policyowner's
                       gross income. We do not know what standards will be
                       established, if any, in the regulations or rulings which
                       the Treasury has stated it expects to issue on this
                       question. We therefore reserve the right to modify the
                       Policy as necessary to attempt to prevent a policyowner
                       from being considered the owner of a pro-rata share of
                       the assets of the Variable Account.


                           The following discussion assumes that your Policy
                       will qualify as a life insurance contract for federal
                       income tax purposes.

                        46            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       TAX TREATMENT OF POLICY BENEFITS

<TABLE>
<S>                           <C>
Death benefits do not incur           LIFE INSURANCE DEATH BENEFIT PROCEEDS.  In general, the amount of the
federal income tax.           death benefit payable under your Policy is excludible from your gross income
                              under the Code.
</TABLE>

<TABLE>
<S>                           <C>
Investment gains are nor-             TAX DEFERRED ACCUMULATION.  Any increase in your Account Value is
mally not taxed unless dis-   generally not taxable to you unless you receive or are deemed to receive amounts
tributed to you before the    from the Policy before the insured dies.
insured dies.                         DISTRIBUTIONS.  If you surrender your Policy, the amount you will receive
                              as a result will be subject to tax as ordinary income to the extent that amount
                              exceeds the "investment in the contract," which is generally the total of
                              premiums and other consideration paid for the Policy, less all amounts previously
                              received under the Policy to the extent those amounts were excludible from gross
                              income.
</TABLE>

                           Depending on the circumstances, any of the following
                       transactions may have federal income tax consequences:

                           -   the exchange of a Policy for a life
                               insurance, endowment or annuity
                               contract;

                           -   a change in the death benefit option;

                           -   a policy loan;

                           -   a partial surrender;

                           -   a surrender;

                           -   a change in the ownership of a Policy;

                           -   the addition of an accelerated death
                               benefit rider; or

                           -   an assignment of a Policy.

                           In addition, federal, state and local transfer and
                       other tax consequences of ownership or receipt of Policy
                       Proceeds will depend on your circumstances and those of
                       the named beneficiary. Whether partial surrenders (or
                       other amounts deemed to be distributed) constitute income
                       subject to federal income tax depends, in part, upon
                       whether your Policy is considered a "modified endowment
                       contract."

                        47            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

<TABLE>
<S>                           <C>
If you pay more premiums              MODIFIED ENDOWMENT CONTRACTS.  Section 7702A of the Code treats certain
than permitted under the      life insurance contracts as "modified endowment contracts" ("MECs"). The Code
seven-pay test, your Policy   defines MECs as those Policies issued or materially changed after June 21, 1988
will be a MEC.                on which the total premiums paid during the first seven years exceed the amount
                              that would have been paid if the Policy provided for paid-up benefits for seven
                              annual premiums ("seven-pay test").
</TABLE>

                           We will monitor the Policy to determine whether
                       additional premium payments would cause the Policy to
                       become a MEC and will take certain steps in an attempt to
                       avoid this result.

                           Further, if a transaction occurs which decreases the
                       face amount of your Policy during the first seven years,
                       we will retest your Policy, as of the date of its
                       purchase, based on the lower face amount to determine
                       compliance with the seven-pay test. Also, if a decrease
                       in face amount occurs within seven years of a "material
                       change," we will retest your Policy for compliance as of
                       the date of the "material change." Failure to comply in
                       either case would result in the Policy's classification
                       as a MEC regardless of our efforts to provide a payment
                       schedule that would not otherwise violate the seven-pay
                       test.

                           The rules relating to whether a Policy will be
                       treated as a MEC are complex and cannot be fully
                       described in the limited confines of this summary.
                       Therefore, you should consult with a competent tax
                       adviser to determine whether a particular transaction
                       will cause your Policy to be treated as a MEC.

<TABLE>
<S>                           <C>
If your Policy becomes a              DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS.  If treated as a MEC,
MEC, partial surrenders,      your Policy will be subject to the following tax rules:
loans and surrenders may      -  First, partial surrenders are treated as ordinary income subject to tax up to
incur taxes and tax             the amount equal to the excess (if any) of your Account Value immediately
penalties.                      before the distribution over the "investment in the contract" at the time of
                                the distribution.
</TABLE>

                       -   Second, policy loans and loans secured by a Policy
                           are treated as partial surrenders and taxed
                           accordingly. Any past-due loan interest that is added
                           to the amount of the loan is treated as a loan.

                       -   Third, a 10 percent additional income tax is imposed
                           on that portion of any distribution (including
                           distributions upon surrender), policy loan, or loan
                           secured by a Policy, that is included in income,
                           except where the distribution or loan is:

                           -   made when you are age 59 1/2 or older;

                           -   attributable to your becoming
                               disabled; or

                        48            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   is part of a series of substantially
                               equal periodic payments for the
                               duration of your life (or life
                               expectancy) or for the duration of the
                               longer of your or the beneficiary's
                               life (or life expectancies).


                           These exceptions may only apply if the policy is
                       owned by an individual and, generally do not apply if the
                       policy is owned by a legal entity such as a trust,
                       partnership or corporation.


                           DISTRIBUTIONS UNDER A POLICY THAT IS NOT A MEC.  If
                       your Policy is not a MEC, a distribution is generally
                       treated first as a tax-free recovery of the "investment
                       in the contract," and then as a distribution of taxable
                       income to the extent the distribution exceeds the
                       "investment in the contract." An exception is made for
                       cash distributions that occur in the first 15 Policy
                       Years as a result of a decrease in the death benefit or
                       other change which reduces benefits under the Policy
                       which are made for purposes of maintaining compliance
                       with Section 7702. Such distributions are taxed in whole
                       or part as ordinary income (to the extent of any gain in
                       the Policy) under rules prescribed in Section 7702.

                           If your Policy is not a MEC, policy loans and loans
                       secured by the Policy are generally not treated as
                       distributions. Such loans are instead treated as your
                       indebtedness.

                           Finally, if your Policy is not a MEC, distributions
                       (including distributions upon surrender), policy loans
                       and loans secured by the Policy are not subject to the 10
                       percent additional tax.


                           POLICY LOAN INTEREST.  Generally, no tax deduction is
                       allowed for interest paid or accrued on any indebtedness
                       under a Policy. In addition, if the policyowner is not a
                       natural person, or is a direct or indirect beneficiary
                       under the Policy, Section 264(f) of the Code disallows a
                       pro-rata portion of the taxpayer's otherwise allowable
                       interest expense deduction. This rule may not, however,
                       apply if you are such a policyowner engaged in a trade or
                       business and the Policy covers an officer, director,
                       employee, or 20 percent owner of your business, within
                       the meaning of Section 264(f)(4). You should consult your
                       tax adviser for further guidance on these issues.


                           Also, there is no definitive guidance concerning the
                       tax treatment of a policy loan when the interest rate
                       credited to the loan is the same as the interest rate
                       charged against the loan, as is the case for loan amounts
                       in Policy Years 11 and thereafter. You should consult
                       your tax adviser regarding loan amounts in those Policy
                       Years.

                        49            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           MULTIPLE POLICIES.  All modified endowment contracts
                       issued by us (or our affiliates) to you during any
                       calendar year will be treated as a single MEC for
                       purposes of determining the amount of a policy
                       distribution which is taxable to you.

<TABLE>
<S>                           <C>
We may be required to with-           FEDERAL INCOME TAX WITHHOLDING.  We will withhold and remit to the
hold taxes from certain dis-  federal government the amount of any tax due on that portion of a policy
tributions to you.            distribution which is taxable if we do not have a valid social security number
                              for you, unless you direct us otherwise in writing at or before the time of the
                              distribution. As the policyowner, however, you will be responsible for the pay-
                              ment of any taxes and early distribution penalties that may be due on policy
                              distributions, regardless of whether those amounts are subject to withholding.
</TABLE>

                       OUR TAXES

                           As a result of the Omnibus Budget Reconciliation Act
                       of 1990, we are currently and are generally required to
                       capitalize and amortize certain policy acquisition
                       expenses over a 10-year period rather than currently
                       deducting such expenses. This so-called "deferred
                       acquisition cost" tax ("DAC tax") applies to the deferred
                       acquisition expenses of a Policy and results in a
                       significantly higher corporate income tax liability for
                       us.

                           At present, we do not assess any charge against the
                       assets of the Variable Account for any federal, state or
                       local taxes that we incur which may be attributable to
                       the Variable Account or any Policy. We, however, reserve
                       the right in the future to assess a charge against the
                       assets of the Variable Account for any such taxes or
                       other economic burdens resulting from the application of
                       any tax laws that we determine to be properly
                       attributable to the Variable Account or any Policy.

                                      DISTRIBUTION OF POLICY

                           The Policy will be sold by licensed insurance agents
                       in those states where the Policy 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 us and our general
                       distributor, Clarendon Insurance Agency, Inc.
                       ("Clarendon"), One Sun Life Executive Park, Wellesley
                       Hills, Massachusetts 02481. Clarendon is our wholly-owned
                       subsidiary and is registered with the Securities and
                       Exchange Commission 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 variable
                       annuity contracts and other variable life insurance
                       contracts we issue.

                        50            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                           Gross first year commissions plus any expense
                       allowance payments we pay on the sale of the Policy may
                       vary with the sales agreement with broker-dealers
                       depending on the particular circumstances, but is not
                       expected to exceed 90% of the target premium, which will
                       vary based on the Insured's age, sex and rating Class,
                       plus 3% of any excess premium payments. Gross renewal
                       commissions in Policy Years 2 through 10 will not exceed
                       4% of actual premium payments, and will not exceed 1% in
                       Policy Years 11 and thereafter. In addition, we may also
                       pay override payments, expense allowances, bonuses,
                       wholesaler fees, and training allowances. In Policy
                       Year 3 and thereafter, 0.10% of the Variable Account
                       Value per annum will be paid to broker-dealers.


                                          VOTING RIGHTS


                           We are the legal owner of all shares of the Funds
                       held in the Sub-Accounts of the Variable Account, and as
                       such have the right to vote upon matters that are
                       required by the Investment Company Act of 1940 to be
                       approved or ratified by the shareholders of the Funds and
                       to vote upon any other matters that may be voted upon at
                       a shareholders' meeting. We will, however, vote shares
                       held in the Sub-Accounts in accordance with instructions
                       received from policyowners who have an interest in the
                       respective Sub-Accounts.


                           We will vote shares held in each Sub-Account for
                       which no timely instructions from policyowners are
                       received, together with shares not attributable to a
                       Policy, in the same proportion as those shares in that
                       Sub-Account for which instructions are received. Should
                       the applicable federal securities laws change so as to
                       permit us to vote shares held in the Variable Account in
                       our own right, we may elect to do so.

                           The number of shares in each Sub-Account for which a
                       policyowner may give instructions is determined by
                       dividing the portion of the Account Value derived from
                       participation in that Sub-Account, if any, by the value
                       of one share of the corresponding Fund. We will determine
                       the number as of a date we choose, but not more than 90
                       days before the shareholders' meeting. Fractional votes
                       are counted. Voting instructions will be solicited in
                       writing at least 14 days prior to the shareholders'
                       meeting.

                           We may, if required by state insurance regulators,
                       disregard voting instructions if those instructions would
                       require shares to be voted so as to cause a change in the
                       sub-classification or investment policies of one or more
                       of the Funds, or to approve or disapprove an investment
                       management contract. In addition, we may disregard voting
                       instructions that would require changes in the investment
                       policies or investment adviser, provided that we
                       reasonably disapprove of those changes in accordance with
                       applicable federal regulations. If we

                        51            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       disregard voting instructions, we will advise you of that
                       action and our reasons for it in our next communication
                       to policyowners.


                               OUR DIRECTORS AND EXECUTIVE OFFICERS



                           Our directors and executive officers are listed
                       below, together with information as to their ages, dates
                       of election, and principal business occupations during
                       the last five years (if other than their present business
                       occupations). Except as otherwise indicated, those
                       directors and officers who are associated with Sun Life
                       Assurance Company of Canada and/or its subsidiaries have
                       been associated with Sun Life Assurance Company of Canada
                       for more than five years either in the position shown or
                       in other positions. The asterisks below denote the year
                       that the indicated director was elected to our board of
                       directors.



                       DONALD A. STEWART, 53, Chairman and Director (1996*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9



                           He is Chairman and Chief Executive Officer and a
                       Director of Sun Life Financial Services of Canada Inc.
                       and Sun Life Assurance Company of Canada; Chairman and a
                       Director of Sun Life Insurance and Annuity Company of New
                       York; and a Director of Massachusetts Financial Services
                       Company.



                       C. JAMES PRIEUR, 48, Vice Chairman and Director (1998*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9



                           He is President and Chief Operating Officer of Sun
                       Life Financial Services of Canada Inc. and Sun Life
                       Assurance Company of Canada; Vice Chairman and a Director
                       of Sun Life Insurance and Annuity Company of New York;
                       Chairman and a Director of Sun Capital Advisers, Inc.;
                       Chairman of the Board and Executive Vice President, Sun
                       Capital Advisers Trust; President and a Director of Sun
                       Life of Canada (U.S.) Holdings, Inc., Sun Life of Canada
                       (U.S.) Financial Services Holdings, Inc., and Sun Life
                       Assurance Company of Canada - U.S. Operations
                       Holdings, Inc.; and a Director of Sun Life Information
                       Services Ireland Limited and Massachusetts Financial
                       Services Company.



                       JAMES A. MCNULTY, III, 57, President and
                       Director (1999*)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           He is Executive Vice President, U.S. Operations for
                       Sun Life Financial Services of Canada Inc. and Sun Life
                       Assurance Company of Canada; President and Director of
                       Sun Life Insurance and Annuity Company of New York; and


                        52            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       Chairman and Director of Sun Life of Canada (U.S.)
                       Distributors, Inc. He is President and a Director of Sun
                       Life of Canada (U.S.) SPE 97-I, Inc., Sun Benefit
                       Services Company, Inc., Sun Life of Canada (U.S.)
                       Holdings General Partner, Inc., Sun Life Financial
                       Services Limited, and Sun Canada Financial Co.; Senior
                       Vice President and a Director of Sun Life Assurance
                       Company of Canada -- U.S. Operations Holdings, Inc., Sun
                       Life of Canada (U.S.) Holdings, Inc., and Sun Life of
                       Canada (U.S.) Financial Services Holdings, Inc.; and a
                       Director of Clarendon Insurance Agency, Inc., Sunesco
                       Insurance Agency, Inc., and the Support Committee for
                       Battered Women.



                       RICHARD B. BAILEY, 73, Director (1983*)
                       63 Atlantic Avenue 11D
                       Boston, Massachusetts 02110



                           He is a Director of Sun Life Insurance and Annuity
                       Company of New York, and a Director/Trustee of certain
                       funds in the MFS Family of Funds. He is a Director of
                       Cambridge Bancorp.



                       GREGORY W. GEE, 51, Director (1999*)
                       150 King Street West
                       Toronto, Ontario, Canada M5H 1J9



                           He is Vice Chairman of Sun Life Financial Services of
                       Canada Inc. and Sun Life Assurance Company of Canada and
                       a Director of Sun Life Insurance and Annuity Company of
                       New York.



                       DAVID D. HORN, 58, Director (1985*)
                       Strong Road
                       P.O. Box 24
                       New Vineyard, Maine 04956



                           He was formerly Senior Vice President and General
                       Manager for the United States of Sun Life Assurance
                       Company of Canada, retiring in December 1997. He is a
                       Director of Sun Life Insurance and Annuity Company of New
                       York; a Trustee of MFS/Sun Life Series Trust; and a
                       Member of the Boards of Managers of Money Market Variable
                       Account, High Yield Variable Account, Capital
                       Appreciation Variable Account, Government Securities
                       Variable Account, Global Governments Variable Account,
                       Total Return Variable Account, and Managed Sectors
                       Variable Account.


                        53            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       ANGUS A. MACNAUGHTON, 68, Director (1985*)
                       Genstar Investment Corporation
                       555 California Street
                       Suite 4850
                       San Francisco, California 94104



                           He is President and Director of Genstar Investment
                       L.L.C. and a Director of Sun Life Financial Services of
                       Canada Inc., Sun Life Assurance Company of Canada, Sun
                       Life Insurance and Annuity Company of New York, Canadian
                       Pacific, Ltd., Varian Semiconductor Equipment Associates,
                       Genstar Capital Corporation, San Francisco Opera, and
                       Diversified Collection Services, Inc.; Vice Chairman and
                       a Director of Barrick Gold Corporation; and Trustee of
                       the Board of Governors (Lakefield College School) and
                       World Affairs Council of Northern California.



                       S. CAESAR RABOY, 63, Director (1997*)
                       220 Boylston Street
                       Boston, Massachusetts 02110



                           He is a former Senior Vice President and Deputy
                       General Manager for the United States of Sun Life
                       Assurance Company of Canada; a Director of Sun Life
                       Insurance and Annuity Company of New York; and a Director
                       of Fleet International Bank.



                       WILLIAM W. STINSON, 66, Director (2000*)
                       Canadian Pacific Limited
                       1800 Bankers Hall, East Tower
                       855 - 2nd Street S.W.
                       Calgary, Alberta T2P 4Z5



                           He is Lead Director of Sun Life Assurance Company of
                       Canada, and a Director of Sun Life Financial Services of
                       Canada Inc. and Sun Life Insurance and Annuity Company of
                       New York. In addition, he is a Director of Pan Canadian
                       Petroleum, Massachusetts Financial Services Company,
                       United Dominion Industries, Western Star Trucks, and
                       Westshore Terminals Income Fund. In May 1996,
                       Mr. Stinson retired as Chairman and Chief Executive
                       Officer of Canadian Pacific Limited after a 45-year
                       career.


                        54            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       JAMES M.A. ANDERSON, 50, Vice President, Investments
                       (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           He is Vice President, Investments of Sun Life
                       Assurance Company of Canada and Sun Life Insurance and
                       Annuity Company of New York; President and Chief
                       Executive Officer of Sun Capital Advisers Trust;
                       President and Director of Sun Capital Advisers, Inc.;
                       Vice President and a Director of Sun Life of Canada
                       (U.S.) Holdings, Inc., Sun Life of Canada (U.S.)
                       Financial Services Holdings, Inc., Sun Life Assurance
                       Company of Canada - U.S. Operations Holdings, Inc., Sun
                       Life of Canada (U.S.) Holdings General Partner, Inc., and
                       Sun Canada Financial Co.; Vice President, Investments and
                       Director of Sun Life of Canada (U.S.)
                       Distributors, Inc.; and a Director of Clarendon Insurance
                       Agency, Inc., Sunesco Insurance Agency, Inc., and Sun
                       Benefit Services Company, Inc.



                       DAVEY SCOON, 53, Vice President, Finance and Treasurer
                       (1999)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           He is Vice President and Chief Financial Officer of
                       U.S. Operations for Sun Life Assurance Company of Canada;
                       Vice President, Finance, Controller, and Treasurer of Sun
                       Life Insurance and Annuity Company of New York; Vice
                       President and Treasurer and Director of Sun Benefit
                       Services Company, Inc., Sun Life of Canada (U.S.)
                       Distributors, Inc., and Sun Life of Canada (U.S.) SPE
                       97-I, Inc.; Vice President and Director of Sun Life
                       Assurance Company of Canada -- U.S. Operations
                       Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings, Inc., Sun Life of Canada (U.S.) Financial
                       Services Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings General Partner, Inc., Sun Life Financial
                       Services Limited, and Sun Canada Financial Co.; Director
                       and Treasurer of Clarendon Insurance Agency, Inc. and
                       Sunesco Insurance Agency, Inc.; Regular Trustee of Sun
                       Life of Canada (U.S.) Capital Trust I; and Chairman and
                       Director of Tufts Associated Health Plan, Lead Director
                       of Tufts Associated Health Maintenance Organization, and
                       Board Chairman of Managed Comp. Prior to October 1999, he
                       was Executive Vice President and Chief Operating Officer
                       of Liberty Funds Group.



                       ROBERT P. VROLYK, 46, Vice President and Actuary (1986)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           He is Vice President and Chief Actuary of Sun Life
                       Assurance Company of Canada; Vice President and Actuary
                       of Sun Life Insurance and Annuity Company of New York;
                       Vice President and Director of Sun Life of Canada -- U.S.
                       Operations Holdings, Inc., Sun Life of Canada (U.S.)
                       Holdings, Inc., Sun Life


                        55            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       of Canada (U.S.) Financial Services Holdings, Inc., Sun
                       Canada Financial Co., and Sun Life of Canada (U.S.)
                       Holdings General Partner, Inc.; Vice President and
                       Director of Sun Life of Canada (U.S.) SPE 97-I, Inc.; a
                       Director of Sun Benefit Services Company, Inc., and Sun
                       Life Information Services Ireland Limited; and a Regular
                       Trustee of Sun Life of Canada (U.S.) Capital Trust I.



                       PETER F. DEMUTH, 41, Vice President and Chief Counsel and
                       Assistant Secretary (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           He is Vice President and Chief Counsel of U.S.
                       Operations for Sun Life Assurance Company of Canada; Vice
                       President and Chief Counsel and Assistant Secretary for
                       Sun Life Insurance and Annuity Company of New York; a
                       Director of Sun Life of Canada (U.S.) Holdings, Inc., Sun
                       Life of Canada (U.S.) Financial Services Holdings, Inc.,
                       and Sun Life Assurance Company of Canada - U.S.
                       Operations Holdings, Inc.; Assistant Secretary for Sun
                       Capital Advisers Trust; and a Regular Trustee of Sun Life
                       of Canada (U.S.) Capital Trust I. Prior to February 1998,
                       he was a partner at the firm of Mintz, Levin, Cohn,
                       Ferris, Glovsky and Popeo, P.C.



                       ELLEN B. KING, 43, Counsel and Secretary (1998)
                       One Sun Life Executive Park
                       Wellesley Hills, Massachusetts 02481



                           She is Counsel of Sun Life Assurance Company of
                       Canada; Counsel and Secretary of Sun Life Insurance and
                       Annuity Company of New York; and Secretary of Sun Life of
                       Canada (U.S.) Holdings, Inc., Sun Life of Canada (U.S.)
                       Financial Services Holdings, Inc., Sun Life Assurance
                       Company of Canada - U.S. Operations Holdings, Inc., Sun
                       Benefit Services Company, Inc., Sun Life of Canada (U.S.)
                       SPE 97-I, Inc., Sun Canada Financial Co., and Sun Life of
                       Canada (U.S.) Holdings General Partner, Inc.



                       RONALD J. FERNANDES, 42
                       Vice President, Retirement
                       Products and Services (1999)
                       One Copley Place
                       Boston, Massachusetts 02116



                           He is Vice President, Retirement Products and
                       Services of Sun Life Insurance and Annuity Company of New
                       York. He is also a Director of Clarendon Insurance
                       Agency, Inc., Sunesco Insurance Agency, Inc., and Sun
                       Life of Canada (U.S.) Distributors, Inc. Prior to
                       October 1999, Mr. Fernandes was Senior Vice


                        56            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       President and Director, Retirement Products and Services
                       of Wheat First Union in Richmond, Virginia.


                                        OTHER INFORMATION

                       STATE REGULATION

                           We are subject to the laws of Delaware governing life
                       insurance companies and to regulation by Delaware's
                       Commissioner of Insurance, whose agents periodically
                       conduct an examination of our financial condition and
                       business operations. We are also subject to the insurance
                       laws and regulations of the jurisdictions in which we are
                       authorized to do business.

                           We are required to file an annual statement with the
                       insurance regulatory authority of those jurisdictions
                       where we are authorized to do business relating to our
                       business operations and financial condition as of
                       December 31st of the preceding year.

                       LEGAL PROCEEDINGS

                           There are no pending legal proceedings which would
                       have a material adverse effect on the Variable Account.
                       We are engaged in various kinds of routine litigation
                       which, in our judgment, is not material to the Variable
                       Account.

                       EXPERTS

                           Actuarial matters concerning the policy have been
                       examined by Georges C. Rouhart, FSA, MAAA, Product
                       Officer.

                       ACCOUNTANTS


                           Deloitte & Touche LLP have audited our statutory
                       statements of admitted assets, liabilities and capital
                       stock and surplus as of December 31, 1999 and 1998, and
                       the related statutory statements of operations, change in
                       capital stock and surplus, and cash flow for each of the
                       three years in the period ended December 31, 1999
                       included in this prospectus.



                         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE



                           The Company's Annual Report on Form 10-K for the year
                       ended December 31, 1999 filed with the SEC is
                       incorporated by reference in this Prospectus. Any
                       statement contained in a document we incorporate by
                       reference is deemed modified or superceded to the extent
                       that a later filed document, including this


                        57            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

                       Prospectus, shall modify or supercede that statement. Any
                       statement so modified or superceded shall not be deemed,
                       except as so modified or superceded, to constitute part
                       of this Prospectus.



                           The Company will furnish, without charge, to each
                       person to whom a copy of this Prospectus is delivered,
                       upon the written or oral request of such person, a copy
                       of the document referred to above which has been
                       incorporated by reference in 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.


                       REGISTRATION STATEMENTS


                           This prospectus is part of a registration statement
                       that has been filed with the Securities and Exchange
                       Commission under the Securities Act of 1933 with respect
                       to the Policy. It does not contain all of the information
                       set forth in the registration statement and the exhibits
                       filed as part of the registration statement. You should
                       refer to the registration statement for further
                       information concerning the Variable Account, Sun Life of
                       Canada (U.S.), the mutual fund investment options, and
                       the Policy.


                       FINANCIAL STATEMENTS

                           Our financial statements, which are included in this
                       prospectus, should be considered only as bearing on our
                       ability to meet our obligations with respect to the death
                       benefit and our 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
                       Variable Account.

                        58            FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL STOCK AND
SURPLUS
DECEMBER 31, 1999 AND 1998 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 1999                1998
                                                              -----------         -----------
<S>                                                           <C>                 <C>
ADMITTED ASSETS
    Bonds...................................................  $ 1,221,970         $ 1,763,468
    Common stocks...........................................       75,283             128,445
    Mortgage loans on real estate...........................      528,911             535,003
    Properties acquired in satisfaction of debt.............       15,641              17,207
    Investment real estate..................................       79,182              78,021
    Policy loans............................................       40,095              41,944
    Cash and short-term investments.........................      316,971             265,226
    Other invested assets...................................       67,938              64,177
    Investment income due and accrued.......................       25,303              35,706
    Federal income tax recoverable and interest thereon.....           --               1,110
    Other assets............................................        5,807               1,928
                                                              -----------         -----------
    General account assets..................................    2,377,101           2,932,235
    Separate account assets
      Unitized..............................................   15,490,328          11,774,745
      Non-unitized..........................................    2,080,726           2,195,641
                                                              -----------         -----------
    Total admitted assets...................................  $19,948,155         $16,902,621
                                                              ===========         ===========
LIABILITIES
    Aggregate reserve for life policies and contracts.......  $ 1,153,642         $ 1,216,107
    Supplementary contracts.................................        3,182               1,885
    Policy and contract claims..............................          962                 369
    Liability for premium and other deposit funds...........      564,820           1,000,875
    Surrender values on cancelled policies..................           16                   5
    Interest maintenance reserve............................       41,771              40,490
    Commissions to agents due or accrued....................        3,253               2,615
    General expenses due or accrued.........................       14,055               5,932
    Transfers from Separate Accounts due or accrued.........     (467,619)           (361,863)
    Taxes, licenses and fees due or accrued, excluding
      FIT...................................................          379                 401
    Federal income taxes due or accrued.....................       89,031              25,019
    Unearned investment income..............................           22                  23
    Amounts withheld or retained by company as agent or
      trustee...............................................         (442)                529
    Remittances and items not allocated.....................        1,078               5,176
    Asset valuation reserve.................................       44,071              44,392
    Payable to parent, subsidiaries, and affiliates.........       26,284              30,381
    Payable for securities..................................           --                 428
    Other liabilities.......................................       16,674               9,770
                                                              -----------         -----------
    General account liabilities.............................    1,491,179           2,022,534
    Separate account liabilities:
      Unitized..............................................   15,489,908          11,774,522
      Non-unitized..........................................    2,080,726           2,195,641
                                                              -----------         -----------
    Total liabilities.......................................   19,061,813          15,992,697
                                                              -----------         -----------
CAPITAL STOCK AND SURPLUS
    Common capital stock....................................        5,900               5,900
                                                              -----------         -----------
    Surplus notes...........................................      565,000             565,000
    Gross paid in and contributed surplus...................      199,355             199,355
    Unassigned funds........................................      116,087             139,669
                                                              -----------         -----------
    Surplus.................................................      880,442             904,024
                                                              -----------         -----------
    Total common capital stock and surplus..................      886,342             909,924
                                                              -----------         -----------
    Total liabilities, capital stock and surplus............  $19,948,155         $16,902,621
                                                              ===========         ===========
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

59                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

STATUTORY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 1999         1998         1997
                                                              ----------   ----------   ----------
<S>                                                           <C>          <C>          <C>
INCOME:
    Premiums and annuity considerations.....................  $   69,492   $  210,198   $  254,066
    Deposit-type funds......................................   2,598,265    2,140,604    2,155,297
    Considerations for supplementary contracts without life
      contingencies and dividend accumulations..............       3,461        2,086        1,615
    Net investment income...................................     167,035      184,532      270,249
    Amortization of interest maintenance reserve............       3,702        2,282        1,166
    Income from fees associated with investment management
      and administration and contract guarantees from
      Separate Account......................................     173,417      141,211      109,757
    Net gain from operations from Separate Account..........          61           --            5
    Other income............................................      24,554       87,364      102,889
                                                              ----------   ----------   ----------
    Total Income............................................   3,039,987    2,768,277    2,895,044
                                                              ----------   ----------   ----------
BENEFITS AND EXPENSES:
    Death benefits..........................................       4,386       15,335       17,284
    Annuity benefits........................................     155,387      153,636      148,135
    Disability benefits and benefits under accident and
      health policies.......................................          --          104          132
    Surrender benefits and other fund withdrawals...........   2,313,179    1,933,833    1,854,004
    Interest on policy or contract funds....................         237         (140)         699
    Payments on supplementary contracts without life
      contingencies and dividend accumulations..............       2,345        2,528        1,687

    Increase (decrease) in aggregate reserves for life and
      accident and health policies and contracts............     (62,465)    (972,135)     127,278
    Decrease in liability for premium and other deposit
      funds.................................................    (436,055)    (449,831)    (447,603)
    Increase (decrease) in reserve for supplementary
      contracts without life contingencies and for dividend
      and coupon accumulations..............................       1,296         (362)          42
                                                              ----------   ----------   ----------
    Total Benefits..........................................   1,978,310      682,968    1,701,658
                                                              ----------   ----------   ----------
    Commissions on premiums and annuity considerations
      (direct business only)................................     155,381      137,718      132,700
    Commissions and expense allowances on reinsurance
      assumed...............................................          --       13,032       17,951
    General insurance expenses..............................      75,046       58,132       46,624
    Insurance taxes, licenses and fees, excluding federal
      income taxes..........................................       8,710        7,388        8,267
    Increase (decrease) in loading on and cost of collection
      in excess of loading on deferred and uncollected
      premiums..............................................          --       (1,663)         523
    Net transfers to Separate Accounts......................     727,811      722,851      844,130
    Reserve and fund adjustments on reinsurance
      terminated............................................          --    1,017,112           --
                                                              ----------   ----------   ----------
    Total Benefits and Expenses.............................  $2,945,258   $2,637,538   $2,751,853
                                                              ----------   ----------   ----------
    Net gain from operations before dividends to
      policyholders and federal income tax expense..........      94,729      130,739      143,191
    Dividends to policyholders..............................          --       (5,981)      33,316
                                                              ----------   ----------   ----------
    Net gain from operations after dividends to
      policyholders and before federal income tax expense...      94,729      136,720      109,875
    Federal income tax expense, (excluding tax on capital
      gains)................................................      24,479       11,713        7,339
                                                              ----------   ----------   ----------
    Net gain from operations after dividends to
      policyholders and federal income taxes and before
      realized capital gains................................      70,250      125,007      102,536
    Net realized capital gains less capital gains tax and
      transferred to the Interest Maintenance Reserve.......      20,108          394       26,706
                                                              ----------   ----------   ----------
NET INCOME..................................................  $   90,358   $  125,401   $  129,242
                                                              ==========   ==========   ==========
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

60                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               1999           1998           1997
                                                             --------       --------       ---------
<S>                                                          <C>            <C>            <C>
Capital and surplus, beginning of year................       $909,924       $832,695       $ 567,143
                                                             --------       --------       ---------
  Net income..........................................         90,358        125,401         129,242
  Change in net unrealized capital gains (losses).....        (36,111)          (384)          1,152
  Change in non-admitted assets and related items.....          1,715         (1,086)           (463)
  Change in reserve due to change in valuation
    basis.............................................                            --          39,016
  Change in asset valuation reserve...................            320          3,213           6,307
  Surplus (contributed to) withdrawn from separate
    accounts during period............................            136             82              --
  Other changes in surplus in separate accounts
    statements........................................             --             10              --
  Change in surplus notes.............................             --             --         250,000
  Dividends to stockholders...........................        (80,000)       (50,000)       (159,722)
  Aggregate write-ins for gains and (losses) in
    surplus...........................................             --             (7)             20
                                                             --------       --------       ---------
  Net change in capital and surplus for the year......        (23,582)        77,229         265,552
                                                             --------       --------       ---------
Capital and surplus, end of year......................       $886,342       $909,924       $ 832,695
                                                             ========       ========       =========
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

61                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             1999         1998          1997
                                                          ----------   -----------   -----------
<S>                                                       <C>          <C>           <C>
CASH PROVIDED BY OPERATIONS:
  Premiums, annuity considerations and deposit funds
    received............................................  $2,667,756   $ 2,361,669   $ 2,410,919
  Considerations for supplementary contracts and
    dividend accumulations received.....................       3,461         2,086         1,615
  Net investment income received........................     225,038       236,944       345,279
  Fees associated with investment management,
    administration, and contract guarentees from
    separate accounts...................................     173,417       141,211            --
  Other income received.................................      24,555       111,936       208,223
                                                          ----------   -----------   -----------
Total receipts..........................................   3,094,227     2,853,846     2,966,036
                                                          ----------   -----------   -----------
  Benefits paid (other than dividends)..................   2,474,693     2,107,736     2,020,747
  Insurance expenses and taxes paid (other than federal
    income and capital gains taxes).....................     230,744       217,023       203,650
  Net cash transferred to separate accounts.............     833,567       800,636       895,465
  Dividends paid to policyholders.......................          --        26,519        28,316
  Federal income tax payments (recoveries), (excluding
    tax on capital gains)...............................     (40,644)       46,965         1,397
  Other--net............................................         237          (138)          698
                                                          ----------   -----------   -----------
Total payments..........................................   3,498,597     3,198,741     3,150,273
                                                          ----------   -----------   -----------
Net cash used in operations.............................    (404,370)     (344,895)     (184,237)
                                                          ----------   -----------   -----------
  Proceeds from long-term investments sold, matured or
    repaid (after deducting taxes on capital gains
    (losses) of $(1,768) for 1999, $2,038 for 1998, and
    $750 for 1997)......................................   1,065,307     1,261,396     1,343,803
  Issuance of surplus notes.............................          --            --       250,000
  Other cash provided (used)............................      13,797       (40,529)       71,095
                                                          ----------   -----------   -----------
Total cash provided.....................................   1,079,104     1,220,867     1,664,898
                                                          ----------   -----------   -----------
CASH APPLIED:
  Cost of long-term investments acquired................    (484,417)     (967,901)     (773,783)
  Other cash applied....................................    (138,572)     (187,263)     (310,519)
                                                          ----------   -----------   -----------
Total cash applied......................................    (622,989)   (1,155,164)   (1,084,302)
Net change in cash and short-term investments...........      51,745      (279,192)      396,359
Cash and short-term investments:
Beginning of year.......................................     265,226       544,418       148,059
                                                          ----------   -----------   -----------
End of year.............................................  $  316,971   $   265,226   $   544,418
                                                          ==========   ===========   ===========
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

62                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                       GENERAL  Sun Life Assurance Company of Canada (U.S.) (the
                       "Company") is incorporated as a life insurance company
                       and is currently engaged in the sale of individual
                       variable life insurance, individual fixed and variable
                       annuities, group fixed and variable annuities, and group
                       pension contracts.

                           Effective May 1, 1997, the Company became a
                       wholly-owned subsidiary of the newly established Sun Life
                       of Canada (U.S.) Holdings, Inc. ("Life Holdco"). On
                       December 18, 1997, Life Holdco became a wholly-owned
                       subsidiary of Sun Life Assurance Company of Canada--U.S.
                       Operations Holdings, Inc. ("US Holdco"). US Holdco is a
                       wholly-owned subsidiary of Sun Life Assurance Company of
                       Canada ("SLOC"), a mutual insurance company.

                           The Company, which is domiciled in the State of
                       Delaware, prepares its financial statements in accordance
                       with statutory accounting practices prescribed or
                       permitted by the State of Delaware Insurance Department.
                       Prescribed accounting practices include practices
                       described in a variety of publications of the National
                       Association of Insurance Commissioners ("NAIC"), as well
                       as state laws, regulations and general administrative
                       rules. Permitted accounting practices encompass all
                       accounting practices not so prescribed. The permitted
                       accounting practices adopted by the Company are not
                       material to the financial statements. Prior to 1996,
                       statutory accounting practices were recognized by the
                       insurance industry and the accounting profession as
                       generally accepted accounting principles for mutual life
                       insurance companies and stock life insurance companies
                       wholly-owned by mutual life insurance companies. In
                       April 1993, the Financial Accounting Standards Board
                       ("FASB") issued an interpretation (the "Interpretation"),
                       that became effective in 1996, which changed the previous
                       practice of mutual life insurance companies (and stock
                       life insurance companies that are wholly-owned
                       subsidiaries of mutual life insurance companies) with
                       respect to utilizing statutory basis financial statements
                       for general purposes, in that it will no longer allow
                       such financial statements to be described as having been
                       prepared in conformity with generally accepted accounting
                       principles ("GAAP"). Consequently, these financial
                       statements prepared in conformity with statutory
                       accounting practices, as described above, vary from and
                       are not intended to present the Company's financial
                       position, results of operations or cash flow in
                       conformity with generally accepted accounting principles.
                       (See Note 19 for further discussion relative to the
                       Company's basis of financial statement presentation.) The
                       effects on the financial statements of the variances
                       between the

63                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED):
                       statutory basis of accounting and GAAP, although not
                       reasonably determinable, are presumed to be material.

                       INVESTED ASSETS  Bonds are carried at cost, adjusted for
                       amortization of premium or accrual of discount.
                       Investments in mortgage backed securities are generally
                       carried at amortized cost. Changes in prepayment
                       assumptions and resulting cash flows are confirmed
                       retrospectively. The adjusted yield is used to calculate
                       investment income in future periods. If current book
                       value exceeds future undiscounted cash flows, a realized
                       capital loss is recorded and amortized through the
                       Interest Maintenance Reserve (IMR). Investments in
                       non-insurance subsidiaries are carried on the equity
                       basis. Investments in insurance subsidiaries are carried
                       at their statutory surplus values. Mortgage loans
                       acquired at a premium or discount are carried at
                       amortized values and other mortgage loans are carried at
                       the amounts of the unpaid balances. Real estate
                       investments are carried at the lower of cost, adjusted
                       for accumulated depreciation or appraised value, less
                       encumbrances. Short-term investments are carried at
                       amortized cost, which approximates 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.

                       POLICY AND CONTRACT RESERVES  The reserves for life
                       insurance and annuity contracts are computed in
                       accordance with presently accepted actuarial standards,
                       and are based on actuarial assumptions and methods
                       (including use of published mortality tables and
                       prescribed interest rates) which produce reserves at
                       least as great as those required by law and contract
                       provisions.

                       INCOME AND EXPENSES  For life and annuity contracts,
                       premiums are recognized as revenues over the premium
                       paying period, whereas commissions and other costs
                       applicable to the acquisition of new business are charged
                       to operations as incurred.

                       SEPARATE ACCOUNTS  The Company has established unitized
                       separate accounts applicable to various classes of
                       contracts providing for variable benefits. Contracts for
                       which funds are invested in separate accounts include
                       variable life insurance and individual and group
                       qualified and non-qualified variable annuity contracts.

                           The Company has also established a non-unitized
                       separate account for amounts allocated to the fixed
                       portion of certain combination fixed/variable deferred
                       annuity contracts. The assets of this account are
                       available to fund

64                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED):
                       general account liabilities, and general account assets
                       are available to fund liabilities of this account.

                           Assets and liabilities of the separate accounts,
                       representing net deposits and accumulated net investment
                       earnings less fees, held primarily for the benefit of
                       contract holders, are shown as separate captions in the
                       financial statements. Assets held in the separate
                       accounts are carried at market value as determined by
                       quoted market prices of the underlying investments.

                           Gains (losses) from mortality experience and
                       investment experience of the separate accounts, not
                       applicable to contract owners, and accrued expense
                       allowances recognized in reserves are receivable from or
                       payable to the general account. Accumulated amounts that
                       have not been transferred are recorded as a payable
                       (receivable) to (from) the general account. Amounts
                       payable to the general account of the Company were
                       $467,619,000 in 1999 and $361,863,000 in 1998.

                       CHANGES IN ACCOUNTING PRINCIPLES AND REPORTING  As
                       described more fully in Note 10, during 1997 the Company
                       changed certain assumptions used in determining actuarial
                       reserves.

                           In March 1998, the National Association of Insurance
                       Commissioners adopted the Codification of Statutory
                       Accounting Principles ("Codification"). The Codification,
                       which is intended to standardize regulatory accounting
                       and reporting for the insurance industry, is proposed to
                       be effective January 1, 2001. However, statutory
                       accounting principles will continue to be established by
                       individual state laws and permitted practices and it is
                       uncertain when, or if, the state of Delaware will require
                       adoption of Codification for the preparation of statutory
                       financial statements. The Company has not finalized the
                       quantification of the effects of Codification on its
                       statutory financial statements.

                       OTHER  Preparation of the financial statements requires
                       management to make estimates and assumptions that affect
                       reported amounts of assets, liabilities, revenues and
                       expenses. Actual results could differ from those
                       estimates.

                           Certain prior year amounts have been reclassified to
                       conform to amounts as presented in the current year.

65                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2.  INVESTMENTS IN SUBSIDIARIES

                           The Company owns all of the outstanding shares of the
                       following subsidiaries:

                           Sun Life Insurance and Annuity Company of New York
                       ("Sun Life (N.Y.)") is engaged in the sale of individual
                       fixed and variable annuity contracts and group life and
                       group long term disability insurance contracts in the
                       State of New York;

                           Sun Life of Canada (U.S.) Distributors, Inc.
                       (formerly Sun Investment Services Company) ("Sundisco"),
                       is a registered broker-dealer;

                           Sun Life Financial Services Limited ("SLFSL"), serves
                       as the marketing administrator for the distribution of
                       the offshore products of SLOC (Bermuda branch), an
                       affiliate;

                           Sun Benefit Services Company, Inc. ("Sunbesco")
                       receives renewal commissions on a disability product and
                       is currently inactive;

                           Sun Capital Advisers, Inc. ("Sun Capital") is a
                       registered investment adviser;

                           Sun Life Finance Corporation ("Sunfinco") is a
                       finance company and currently inactive;

                           Sun Life of Canada (U.S.) SPE 97-1, Inc. ("SPE 97-1")
                       is a special purpose corporation engaging in activities
                       incidental to securitizing mortgage loans;

                           Clarendon Insurance Agency, Inc. ("Clarendon") is a
                       registered broker-dealer that acts as the general
                       distributor of certain annuity and life insurance
                       contracts issued by the Company and its affiliates;

                           Sun Life Information Services Ireland Limited
                       ("SLISL") is an offshore technology services center for
                       affiliates.

                           On October 29, 1999, the Company sold New London
                       Trust F.S.B. ("NLT") to an unaffiliated party for
                       $30,254,000. The Company realized a post tax gain of
                       $13,170,000.

66                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2.  INVESTMENTS IN SUBSIDIARIES (CONTINUED):
                           On February 5, 1999, the Company sold Massachusetts
                       Casualty Insurance Company ("MCIC"), a disability
                       insurance company, to an unaffiliated party. The net
                       proceeds of this sale were $33,965,000. The Company
                       realized a post tax gain of $4,900,000.

                           The impact of the sales of NLT and MCIC on continuing
                       operations of the Company is not expected to be material.

                           Prior to December 24, 1997, the Company owned 93.6%
                       of the outstanding shares of Massachusetts Financial
                       Services Company ("MFS"), a registered investment
                       adviser. On December 24, 1997, the Company transferred
                       all of its shares of MFS to Life Holdco in the form of a
                       dividend valued at $159,722,000. As a result of this
                       transaction, the Company realized a gain of $21,195,000
                       of undistributed earnings.

                           During 1999, 1998, and 1997, the Company contributed
                       capital in the following amounts to its subsidiaries:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
MCIC........................................................  $    --    $    --    $ 2,000
SLFSL.......................................................    1,000        750      1,000
SPE 97-1....................................................       --         --     20,377
Sundisco....................................................   19,000     10,000         --
Sun Capital.................................................       --        500         --
Clarendon...................................................       --         10         --
SLISL.......................................................       --        502         --
</TABLE>

                           During 1999, 1998, and 1997, the Company received
                       dividends from the following subsidiaries:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
SUN Life (N.Y.).............................................  $ 6,500    $ 3,000    $    --
NLT.........................................................   19,319         --      7,500
MFS.........................................................       --         --     33,110
SPE 97-1....................................................       --        675         --
SUNDISCO....................................................       --         --        571
</TABLE>

67                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2.  INVESTMENTS IN SUBSIDIARIES (CONTINUED):
                           Summarized combined financial information of the
                       Company's subsidiaries as of December 31, 1999, 1998 and
                       1997 and for the years then ended, follows:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                           -------------------------------------
                                                             1999         1998          1997
                                                           ---------   -----------   -----------
                                                                      (IN THOUSANDS)
<S>                                                        <C>         <C>           <C>
Assets...................................................  $ 877,939   $ 1,315,317   $ 1,190,951
Liabilities..............................................   (802,656)   (1,186,872)   (1,073,966)
                                                           ---------   -----------   -----------
Total net assets.........................................  $  75,283   $   128,445   $   116,985
                                                           =========   ===========   ===========
Total revenues...........................................  $  82,443   $   222,853   $   750,364
Operating expenses.......................................    (90,318)     (221,933)     (646,896)
Income tax expense.......................................      3,249        (1,222)      (43,987)
                                                           ---------   -----------   -----------
Net income (loss)........................................  $  (4,626)  $      (302)  $    59,481
                                                           =========   ===========   ===========
</TABLE>

3.  BONDS

                           Investments in debt securities are as follows:

<TABLE>
<CAPTION>
                                                                   DECEMBER 31, 1999
                                                   -------------------------------------------------
                                                                  GROSS        GROSS      ESTIMATED
                                                   AMORTIZED    UNREALIZED   UNREALIZED      FAIR
                                                      COST        GAINS       (LOSSES)      VALUE
                                                   ----------   ----------   ----------   ----------
                                                                    (IN THOUSANDS)
<S>                                                <C>          <C>          <C>          <C>
Long-term bonds:
    United States government and government
      agencies and authorities...................  $   78,161     $ 2,091     $ (2,454)   $   77,798
    States, provinces and political
      subdivisions...............................      20,428          69          (57)       20,440
    Public utilities.............................     181,466       6,854       (5,907)      182,413
    Transportation...............................     188,285       7,689       (2,709)      193,265
    Finance......................................      88,517       4,631         (518)       92,630
    All other corporate bonds....................     665,113      18,353      (17,152)      666,314
                                                   ----------     -------     --------    ----------
        Total long-term bonds....................   1,221,970      39,687      (28,797)    1,232,860
                                                   ----------     -------     --------    ----------
Short-term bonds:
    U.S. Treasury Bills, bankers acceptances and
      commercial paper...........................     312,585          --           --       312,585
                                                   ----------     -------     --------    ----------
        Total short-term bonds...................     312,585          --           --       312,585
                                                   ----------     -------     --------    ----------
Total bonds......................................  $1,534,555     $39,687     $(28,797)   $1,545,445
                                                   ==========     =======     ========    ==========
</TABLE>

68                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

3.  BONDS (CONTINUED):

<TABLE>
<CAPTION>
                                                                   DECEMBER 31, 1998
                                                   -------------------------------------------------
                                                                  GROSS        GROSS      ESTIMATED
                                                   AMORTIZED    UNREALIZED   UNREALIZED      FAIR
                                                      COST        GAINS       (LOSSES)      VALUE
                                                   ----------   ----------   ----------   ----------
                                                                    (IN THOUSANDS)
<S>                                                <C>          <C>          <C>          <C>
Long-term bonds:
    United States government and government
      agencies and authorities...................  $  140,417    $  7,635      $  (177)   $  147,875
    States, provinces and political
      subdivisions...............................      16,632       2,219           --        18,851
    Public utilities.............................     397,670      38,740         (238)      436,172
    Transportation...............................     197,207      22,481          (18)      219,670
    Finance......................................     144,958      12,542         (494)      157,006
    All other corporate bonds....................     866,584      50,814       (6,419)      910,979
                                                   ----------    --------      -------    ----------
        Total long-term bonds....................   1,763,468     134,431       (7,346)    1,890,553
                                                   ----------    --------      -------    ----------
Short-term bonds:
    U.S. Treasury Bills, bankers acceptances and
      commercial paper...........................      43,400          --           --        43,400
    Affiliates...................................     220,000          --           --       220,000
                                                   ----------    --------      -------    ----------
        Total short-term bonds...................     263,400          --           --       263,400
                                                   ----------    --------      -------    ----------
Total bonds......................................  $2,026,868    $134,431      $(7,346)   $2,153,953
                                                   ==========    ========      =======    ==========
</TABLE>

                           The amortized cost and estimated fair value of bonds
                       at December 31, 1999 are shown below by contractual
                       maturity. Expected maturities will differ

69                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

3.  BONDS (CONTINUED):
                       from contractual maturities because borrowers may have
                       the right to call or prepay obligations with or without
                       call and/or prepayment penalties.

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1999
                                                              -----------------------
                                                              AMORTIZED    ESTIMATED
                                                                 COST      FAIR VALUE
                                                              ----------   ----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>          <C>
Maturities:
    Due in one year or less.................................  $  376,761   $  376,823
    Due after one year through five years...................     184,077      182,788
    Due after five years through ten years..................     259,042      263,321
    Due after ten years.....................................     542,678      543,301
                                                              ----------   ----------
                                                               1,362,558    1,366,233
    Mortgage-backed securities..............................     171,997      179,212
                                                              ----------   ----------
Total bonds.................................................  $1,534,555   $1,545,445
                                                              ==========   ==========
</TABLE>

                           Proceeds from sales and maturities of investments in
                       debt securities during 1999, 1998, and 1997 were
                       $740,081,000, $1,016,811,000 and $980,264,000, gross
                       gains were $7,688,000, $17,025,000, and $10,732,000 and
                       gross losses were $4,477,000, $866,000, and $2,446,000,
                       respectively.

                           Bonds included above with an amortized cost of
                       approximately $2,604,000, $2,572,000, and $2,578,000 at
                       December 31, 1999, 1998 and 1997, respectively, were on
                       deposit with governmental authorities as required by law.

                           Excluding investments in U.S. government and agencies
                       securities, the Company is not exposed to significant
                       concentrations of credit risk in its portfolio.

4.  SECURITIES LENDING

                           The Company has a securities lending program operated
                       on its behalf by the Company's primary custodian, Chase
                       Manhattan Bank of New York. The custodian has indemnified
                       the Company against losses arising from this program.
                       There were no securities on loan as of December 31, 1999,
                       1998 or 1997. Income resulting from this program was
                       $20,000, $94,000, and $200,000 for the years ended
                       December 31, 1999, 1998 and 1997, respectively.

70                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

5.  MORTGAGE LOANS

                           The Company invests in commercial first mortgage
                       loans throughout the United States. The Company monitors
                       the condition of the mortgage loans in its portfolio. In
                       those cases where mortgages have been restructured,
                       appropriate allowances for losses have been made. In
                       those cases where, in management's judgment, the mortgage
                       loans' values are impaired, appropriate losses are
                       recorded.

                           The following table shows the geographical
                       distribution of the mortgage loan portfolio.

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1999       1998
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
California..................................................  $ 72,693   $ 82,397
Massachusetts...............................................    38,083     53,528
Michigan....................................................    32,941     34,357
New York....................................................    22,912     21,190
Ohio........................................................    31,914     36,171
Pennsylvania................................................    92,825     93,587
Washington..................................................    30,265     36,548
All other...................................................   207,278    177,225
                                                              --------   --------
                                                              $528,911   $535,003
                                                              ========   ========
</TABLE>

                           The Company has restructured mortgage loans totaling
                       $15,644,000 and $30,743,000 and corresponding allowances
                       for losses of $1,043,000 and $2,120,000 at December 31,
                       1999 and 1998, respectively.

                           On December 22, 1999, the Company acquired 28
                       mortgages from SLOC at a cost of $118,091,637. The
                       Company in turn sold a 90% participation in these 28 plus
                       an additional 11 existing mortgage loans to a third party
                       as part of two mortgage participation agreements, for
                       which the Company received proceeds of $146,974,851.

                           The Company has outstanding mortgage loan commitments
                       on real estate totaling $2,384,000 and $18,005,000 at
                       December 31, 1999 and 1998, respectively.

71                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

6.  INVESTMENT GAINS AND LOSSES

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Net realized gains (losses):
Bonds.......................................................  $     70   $ 5,659    $ 2,882
Common stock of affiliates..................................    15,290        --     21,195
Common stocks...............................................        --        48         --
Mortgage loans..............................................       787     2,374      3,837
Real estate.................................................      (481)      955      2,912
Other invested assets.......................................        --    (3,827)      (717)
                                                              --------   -------    -------
Subtotal....................................................    15,666     5,209     30,109
Capital gains tax expense (benefit).........................    (4,442)    4,815      3,403
                                                              --------   -------    -------
Total.......................................................  $ 20,108   $   394    $26,706
                                                              ========   =======    =======
Changes in unrealized gains (losses):
Bonds.......................................................  $ (6,689)  $    --    $    --
Common stock of affiliates..................................   (30,966)     (302)    (2,894)
Mortgage loans..............................................        83    (1,312)     1,524
Real estate.................................................     1,461       403      3,377
Other invested assets.......................................        --       827       (855)
                                                              --------   -------    -------
Total.......................................................  $(36,111)  $  (384)   $ 1,152
                                                              ========   =======    =======
</TABLE>

                           Realized capital gains and losses on bonds and
                       mortgages and interest rate swaps which relate to changes
                       in levels of interest rates are charged or credited to an
                       interest maintenance reserve ("IMR") and amortized into
                       income over the remaining contractual life of the
                       security sold. The net realized capital gains credited to
                       the interest maintenance reserve were $4,965,000 in 1999,
                       $8,943,000 in 1998, and $6,321,000 in 1997. All gains and
                       losses are transferred net of applicable income taxes.

72                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

7.  NET INVESTMENT INCOME

                           Net investment income consisted of:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Interest income from bonds..................................  $128,992   $167,436   $188,924
Income from investment in common stock of affiliates........    25,819      3,675     41,181
Interest income from mortgage loans.........................    50,327     53,269     76,073
Real estate investment income...............................    15,696     15,932     17,161
Interest income from policy loans...........................     3,118      2,881      3,582
Other investment income (loss)..............................    (1,700)      (641)      (193)
                                                              --------   --------   --------
Gross investment income.....................................   222,252    242,552    326,728
                                                              --------   --------   --------
Interest on surplus notes and notes payable.................   (43,266)   (44,903)   (42,481)
Investment expenses.........................................   (11,951)   (13,117)   (13,998)
                                                              --------   --------   --------
Net investment income.......................................  $167,035   $184,532   $270,249
                                                              ========   ========   ========
</TABLE>

8.  DERIVATIVES

                           The Company uses derivative instruments for interest
                       rate risk management purposes, including hedges against
                       specific interest rate risk and to minimize the Company's
                       exposure to fluctuations in interest rates and foreign
                       currency exchange rates. The Company's use of derivatives
                       has included U.S. Treasury futures, conventional interest
                       rate swaps, and currency and interest rate swap
                       agreements structured as forward spread lock interest
                       rate swaps.

                           In the case of interest rate futures, gains or losses
                       on contracts that qualify as hedges are deferred until
                       the earliest of the completion of the hedging
                       transaction, determination that the transaction will no
                       longer take place, or determination that the hedge is no
                       longer effective. Upon completion of the hedge, where it
                       is impractical to allocate gains or losses to specific
                       hedged assets or liabilities, gains or losses are
                       deferred in IMR and amortized over the remaining life of
                       the hedged assets. At December 31, 1999 and 1998, there
                       were no futures contracts outstanding.

                           In the case of interest rate and foreign currency
                       swap agreements and forward spread lock interest rate
                       swap agreements, gains or losses on terminated swaps are
                       deferred in IMR and amortized over the shorter of the
                       remaining life

73                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

8.  DERIVATIVES (CONTINUED):
                       of the hedged asset or the remaining term of the swap
                       contract. The net differential to be paid or received on
                       interest rate swaps is recorded monthly as interest rates
                       change.

                           The Company's open positions are as follows:

<TABLE>
<CAPTION>
                                                                     SWAPS OUTSTANDING
                                                                    AT DECEMBER 31, 1999
                                                              --------------------------------
                                                                  NOTIONAL        MARKET VALUE
                                                              PRINCIPAL AMOUNTS   OF POSITIONS
                                                              -----------------   ------------
                                                                       (IN THOUSANDS)
<S>                                                           <C>                 <C>
Conventional interest rate swaps............................       $20,000            $249
Foreign currency swap.......................................           648             113
</TABLE>

<TABLE>
<CAPTION>
                                                                     SWAPS OUTSTANDING
                                                                    AT DECEMBER 31, 1998
                                                              --------------------------------
                                                                  NOTIONAL        MARKET VALUE
                                                              PRINCIPAL AMOUNTS   OF POSITIONS
                                                              -----------------   ------------
                                                                       (IN THOUSANDS)
<S>                                                           <C>                 <C>
Conventional interest rate swaps............................       $45,000            $508
Foreign currency swap.......................................         1,178             263
</TABLE>

                           The market value of swaps is the estimated amount
                       that the Company would receive or pay on termination or
                       sale, taking into account current interest rates and the
                       current creditworthiness of the counterparties. The
                       Company is exposed to potential credit loss in the event
                       of nonperformance by counterparties. The counterparties
                       are major financial institutions and management believes
                       that the risk of incurring losses related to credit risk
                       is remote.

9.  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 leased for a term of 9.75 years. The Company's
                       equity investment represented 22.9% of the purchase price
                       of the equipment. The balance of the purchase price was
                       furnished by third-party long-term debt financing,
                       collateralized by the equipment and non-recourse to the
                       Company. At the end of the lease term, the Master Lessee
                       may exercise a fixed price purchase option to purchase
                       the equipment.

74                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

9.  LEVERAGED LEASES (CONTINUED):
                           The Company's net investment in leveraged leases is
                       composed of the following elements:

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                1999           1998
                                                              --------       --------
                                                                  (IN THOUSANDS)
<S>                                                           <C>            <C>
Lease contracts receivable..................................  $ 69,766       $ 78,937
Less non-recourse debt......................................   (69,749)       (78,920)
                                                              --------       --------
Net receivable..............................................        17             17
Estimated residual value of leased assets...................    41,150         41,150
Less unearned and deferred income...........................    (7,808)        (8,932)
                                                              --------       --------
Investment in leveraged leases..............................    33,359         32,235
Less fees...................................................      (113)          (138)
                                                              --------       --------
Net investment in leveraged leases..........................  $ 33,246       $ 32,097
                                                              ========       ========
</TABLE>

                           The net investment is included in "Other invested
                       assets" on the balance sheet.

10. REINSURANCE

                           The Company has agreements with SLOC which provide
                       that SLOC will reinsure the mortality risks of the
                       individual life insurance contracts sold by the Company.
                       Under these agreements basic death benefits and
                       supplementary benefits are reinsured on a yearly
                       renewable term basis and coinsurance basis, respectively.
                       Reinsurance transactions under these agreements had the
                       effect of decreasing income from operations by
                       approximately $1,527,000, $2,128,000 and $1,381,000 for
                       the years ended December 31, 1999, 1998 and 1997,
                       respectively.

                           Effective January 1, 1991, the Company entered into
                       an agreement with SLOC under which certain individual
                       life insurance contracts issued by SLOC were reinsured by
                       the Company on a 90% coinsurance basis. During 1997, SLOC
                       changed certain assumptions used in determining the gross
                       and the ceded reserve balance. The Company reflected the
                       effect of the changes in assumptions to its assumed
                       reserves as a direct credit to surplus. The effect of the
                       change was a $39,016,000 decrease in reserves. Also, the
                       agreement required SLOC to reinsure the mortality risks
                       in excess of $500,000 per policy for the individual life
                       insurance contracts assumed by the Company. Such death
                       benefits are reinsured on a yearly renewable term basis.
                       The life reinsurance

75                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

10. REINSURANCE (CONTINUED):
                       assumed agreement required the reinsurer to withhold
                       funds in amounts equal to the reserves assumed. These
                       agreements had the effect of increasing income from
                       operations by approximately $24,579,000, and $37,050,000
                       for the years ended December 31, 1998 and 1997,
                       respectively. The Company terminated this agreement
                       effective October 1, 1998, resulting in an increase in
                       income from operations of $65,679,000 which included a
                       cash settlement.

                           The following are summarized pro-forma results of
                       operations of the Company for the years ended
                       December 31, 1999, 1998 and 1997 before the effect of
                       reinsurance transactions with SLOC:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                           ------------------------------------
                                                              1999         1998         1997
                                                           ----------   ----------   ----------
                                                                      (IN THOUSANDS)
<S>                                                        <C>          <C>          <C>
Income:
    Premiums, annuity deposits and other revenues........  $2,874,513   $2,377,364   $2,340,733
    Net investment income and realized gains.............     190,845      187,208      298,120
                                                           ----------   ----------   ----------
    Subtotal.............................................   3,065,358    2,564,572    2,638,853
                                                           ----------   ----------   ----------
Benefits and Expenses:
    Policyholder benefits................................   2,709,712    2,312,247    2,350,354
    Other expenses.......................................     239,282      203,238      187,591
                                                           ----------   ----------   ----------
    Subtotal.............................................   2,948,994    2,515,485    2,537,945
                                                           ----------   ----------   ----------
Income from operations...................................  $  116,364   $   49,087   $  100,908
                                                           ==========   ==========   ==========
</TABLE>

                           The Company has an agreement with an unrelated
                       company which provides reinsurance of certain individual
                       life insurance contracts on a modified coinsurance basis
                       and under which all deficiency reserves related to these
                       contracts are reinsured. Reinsurance transactions under
                       this agreement had the effect of increasing income from
                       operations by $193,000 in 1999, $3,008,000 in 1998, and
                       decreasing income from operations by $2,658,000 in 1997.

                           During 1999 the Company entered into an agreement
                       with an unrelated company which provides reinsurance on
                       certain fixed group annuity contracts. The net effect of
                       this agreement was to increase income from operations by
                       approximately $3,400,000. Also during 1999, the Company
                       entered into three agreements with two unrelated
                       companies for the purpose of obtaining stop-loss coverage
                       of guaranteed minimum death benefit exposure with respect
                       to the

76                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

10. REINSURANCE (CONTINUED):
                       Company's variable annuity business. The net effect of
                       these agreements was to increase income from operations
                       by approximately $157,000.

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

11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES

                           The withdrawal characteristics of general account and
                       separate account annuity reserves and deposits are as
                       follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1999
                                                              ------------------------
                                                                AMOUNT      % OF TOTAL
                                                              -----------   ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>           <C>
Subject to discretionary withdrawal--with adjustment:
    With market value adjustment............................  $ 2,346,853        13
    At market value.........................................   15,010,696        81
    At book value less surrender charges (surrender charge
      >5%)..................................................       45,722        --
    At book value (minimal or no charge or adjustment)......      104,539         1
Not subject to discretionary withdrawal provision...........    1,015,108         5
                                                              -----------       ---
Total annuity actuarial reserves and deposit liabilities....  $18,522,918       100
                                                              ===========       ===
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1998
                                                              ------------------------
                                                                AMOUNT      % OF TOTAL
                                                              -----------   ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>           <C>
Subject to discretionary withdrawal--with adjustment:
    With market value adjustment............................  $ 2,896,529        19
    At market value.........................................   11,368,059        73
    At book value less surrender charges (surrender charge
      >5%)..................................................       62,404        --
    At book value (minimal or no charge or adjustment)......      111,757         1
Not subject to discretionary withdrawal provision...........    1,055,642         7
                                                              -----------       ---
Total annuity actuarial reserves and deposit liabilities....  $15,494,391       100
                                                              ===========       ===
</TABLE>

12. SEGMENT INFORMATION

                           The Company offers financial products and services
                       such as fixed and variable annuities, retirement plan
                       services and life insurance on an individual

77                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

12. SEGMENT INFORMATION (CONTINUED):
                       basis. Within these areas, the Company conducts business
                       principally in two operating segments and maintains a
                       corporate segment to provide for the capital needs of the
                       various operating segments and to engage in other
                       financing related activities.

                           The Protection segment markets and administers a
                       variety of life insurance products sold to individuals
                       and corporate owners of individual life insurance. The
                       products include whole life, universal life and variable
                       life products.The Wealth Management segment markets and
                       administers individual and group variable annuity
                       products, individual and group fixed annuity products
                       which include market value adjusted annuities, and other
                       retirement benefit products.

                           The following amounts pertain to the various business
                       segments:

<TABLE>
<CAPTION>
                                              TOTAL          TOTAL        PRETAX     FEDERAL        TOTAL
                                             REVENUES    EXPENDITURES*    INCOME    INCOME TAX     ASSETS
                                            ----------   -------------   --------   ----------   -----------
                                                                     (IN THOUSANDS)
<S>                                         <C>          <C>             <C>        <C>          <C>
    1999
Protection................................  $   33,236     $   41,030    $ (7,794)   $ (2,661)   $   136,127
Wealth Management.........................   2,979,450      2,898,158      81,292      18,593     19,015,394
Corporate.................................      27,301          6,070      21,231       8,547        796,634
                                            ----------     ----------    --------    --------    -----------
    Total.................................  $3,039,987     $2,945,258    $ 94,729    $ 24,479    $19,948,155
                                            ----------     ----------    --------    --------    -----------
      1998
Protection................................  $  229,710     $  144,800    $ 84,910    $ (4,148)   $   199,683
Wealth Management.........................   2,527,608      2,483,715      43,893      12,486     16,123,905
Corporate.................................      10,959          3,042       7,917       3,375        579,033
                                            ----------     ----------    --------    --------    -----------
    Total.................................  $2,768,277     $2,631,557    $136,720    $ 11,713    $16,902,621
                                            ----------     ----------    --------    --------    -----------
      1997
Protection................................  $  304,141     $  272,333    $ 31,808    $ 13,825    $ 1,143,697
Wealth Management.........................   2,533,006      2,507,592      25,414      10,667     14,043,221
Corporate.................................      57,897          5,244      52,653     (17,153)       738,439
                                            ----------     ----------    --------    --------    -----------
    Total.................................  $2,895,044     $2,785,169    $109,875    $  7,339    $15,925,357
                                            ----------     ----------    --------    --------    -----------
</TABLE>

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

* Total expenditures includes dividends to policyholders of $0 for 1999,
  $(5,981) for 1998, and $33,316 for 1997.

78                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

13. RETIREMENT PLANS

                           The Company participates with SLOC in a
                       noncontributory defined benefit pension plan covering
                       essentially all employees. The benefits are based on
                       years of service and compensation.

                           The funding policy for the pension plan is to
                       contribute an amount, which at least satisfies the
                       minimum amount required by ERISA; currently, the plan is
                       fully funded. The Company is charged for its share of the
                       pension cost based upon its covered participants. Pension
                       plan assets consist principally of separate accounts of
                       SLOC.

                           The Company's share of the group's accrued pension
                       obligation was $1,914,000, and $1,178,000 at
                       December 31, 1999 and 1998, respectively. The Company's
                       share of net periodic pension cost was $736,000,
                       $586,000, and $146,000 for 1999, 1998 and 1997,
                       respectively.

                           The Company also participates with SLOC and certain
                       affiliates in a 401(k) savings plan for which
                       substantially all employees are eligible. The Company
                       matches, up to specified amounts, employees'
                       contributions to the plan. Company contributions were
                       $284,000, $231,000, and $259,000 for the years ended
                       December 31, 1999, 1998 and 1997, respectively.

                       OTHER POST-RETIREMENT BENEFIT PLANS  In addition to
                       pension benefits the Company provides certain health,
                       dental, and life insurance benefits ("post-retirement
                       benefits") for retired employees and dependents.
                       Substantially all employees may become eligible for these
                       benefits if they reach normal retirement age while
                       working for the Company, or retire early upon satisfying
                       an alternate age plus service condition. Life insurance
                       benefits are generally set at a fixed amount.

                           The Company records an accrual of the estimated cost
                       of retiree benefit payments during the years the employee
                       provides services, and amortizes an obligation of
                       approximately $400,000 over a period of ten years. The
                       Company's cash flows are not affected by this method,
                       however the net effect decreased income by $185,000,
                       $95,000, and $117,000, for the years ended December 31,
                       1999, 1998, and 1997, respectively. The Company's
                       post-retirement health, dental and life insurance
                       benefits currently are not funded.

79                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

13. RETIREMENT PLANS (CONTINUED):
                           The following table sets forth the change in the
                       pension and other post-retirement benefit plans' benefit
                       obligations and assets as well as the plans' funded
                       status reconciled with the amount shown in the Company's
                       financial statements at December 31:

<TABLE>
<CAPTION>
                                                       PENSION BENEFITS       OTHER BENEFITS
                                                      -------------------   -------------------
                                                        1999       1998       1999       1998
                                                      --------   --------   --------   --------
                                                                   (IN THOUSANDS)
<S>                                                   <C>        <C>        <C>        <C>
Change in benefit obligation:
    Benefit obligation at beginning of year.........  $110,792   $ 79,684   $ 10,419   $  9,845
    Service cost....................................     5,632      4,506        413        240
    Interest cost...................................     6,952      6,452        845        673
    Actuarial loss (gain)...........................   (21,480)    21,975      1,048        308
    Benefits paid...................................    (2,376)    (1,825)      (508)      (647)
                                                      --------   --------   --------   --------
Benefit obligation at end of year...................  $ 99,520   $110,792   $ 12,217   $ 10,419
                                                      ========   ========   ========   ========
The Company's share:
    Benefit obligation at beginning of year.........  $  9,125   $  5,094   $    416   $    385
    Benefit obligation at end of year...............  $  8,816   $  9,125   $    743   $    416
Change in plan assets:
    Fair value of plan assets at beginning of
      year..........................................  $151,575   $136,610   $     --   $     --
    Actual return on plan assets....................     9,072     16,790         --         --
    Employer contribution...........................        --         --        508        647
    Benefits paid...................................    (2,376)    (1,825)      (508)      (647)
                                                      --------   --------   --------   --------
Fair value of plan assets at end of year............  $158,271   $151,575   $     --   $     --
                                                      ========   ========   ========   ========
Funded status.......................................  $ 58,752   $ 40,783   $(12,217)  $(10,419)
Unrecognized net actuarial gain (loss)..............   (20,071)    (2,113)     1,469        586
Unrecognized transition obligation (asset)..........   (22,617)   (24,674)       140        185
Unrecognized prior service cost.....................     7,081      7,661         --         --
                                                      --------   --------   --------   --------
Prepaid (accrued) benefit cost......................  $ 23,145   $ 21,657   $(10,608)  $ (9,648)
                                                      ========   ========   ========   ========
The Company's share of accrued benefit cost.........  $ (1,914)  $ (1,178)  $   (381)  $   (195)

Weighted-average assumptions as of December 31:
    Discount rate...................................     7.50%      6.75%      7.50%      6.75%
    Expected return on plan assets..................     8.75%      8.00%        N/A        N/A
    Rate of compensation increase...................     4.50%      4.50%        N/A        N/A
</TABLE>

                           For measurement purposes, a 10.9% annual rate of
                       increase in the per capita cost of covered health care
                       benefits was assumed for 1999 (5.6% for

80                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

13. RETIREMENT PLANS (CONTINUED):
                       dental benefits). The rates were assumed to decrease
                       gradually to 5% for 2005 and remain at that level
                       thereafter.

<TABLE>
<CAPTION>
                                                             PENSION BENEFITS       OTHER BENEFITS
                                                            -------------------   -------------------
                                                              1999       1998       1999       1998
                                                            --------   --------   --------   --------
                                                                         (IN THOUSANDS)
<S>                                                         <C>        <C>        <C>        <C>
Components of net periodic benefit cost:
    Service cost..........................................  $  5,632   $  4,506    $  413      $240
    Interest cost.........................................     6,952      6,452       845       673
    Expected return on plan assets........................   (12,041)   (10,172)       --        --
    Amortization of transition obligation (asset).........    (2,056)    (2,056)       45        45
    Amortization of prior service cost....................       580        580        --        --
    Recognized net actuarial (gain) loss..................      (554)      (677)      164       (20)
                                                            --------   --------    ------      ----
Net periodic benefit cost.................................  $ (1,487)  $ (1,367)   $1,467      $938
                                                            ========   ========    ======      ====
    The Company's share of net periodic benefit cost......  $    736   $    586    $  185      $ 95
                                                            ========   ========    ======      ====
</TABLE>

                           Assumed health care 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
                       effects:

<TABLE>
<CAPTION>
                                                              1-PERCENTAGE-POINT   1-PERCENTAGE-POINT
                                                                   INCREASE             DECREASE
                                                              ------------------   ------------------
                                                                          (IN THOUSANDS)
<S>                                                           <C>                  <C>
Effect on total of service and interest cost components.....        $  288              $  (518)
Effect on postretirement benefit obligation.................         2,754               (2,279)
</TABLE>

81                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
                                                               1999
                                              --------------------------------------
                                              CARRYING AMOUNT   ESTIMATED FAIR VALUE
                                              ---------------   --------------------
                                                          (IN THOUSANDS)
<S>                                           <C>               <C>
Assets:
  Bonds (including short-term)..............    1$,534,555           $1,545,445
  Mortgages.................................      528,911              526,608
  Derivatives...............................           --                  362
  Other Invested Assets.....................       67,938               67,938
  Policy loans..............................       40,095               40,095
Liabilities:
  Insurance reserves........................     $120,536            $ 120,536
  Individual annuities......................      247,619              238,229
  Pension products..........................      661,806              665,830

<CAPTION>
                                                               1998
                                              --------------------------------------
                                              CARRYING AMOUNT   ESTIMATED FAIR VALUE
                                              ---------------   --------------------
                                                          (IN THOUSANDS)
Assets:
<S>                                           <C>               <C>
  Bonds (including short-term)..............    2$,026,868           $2,153,953
  Mortgages.................................      535,003              556,143
  Derivatives...............................           --                  771
  Policy loans..............................       41,944               41,944
Liabilities:
  Insurance reserves........................     $121,100            $ 121,100
  Individual annuities......................      274,448              271,849
  Pension products..........................    1,104,489            1,145,351
</TABLE>

                           The major methods and assumptions used in estimating
                       the fair values of financial instruments are as follows:

                           The fair values of short-term bonds are estimated to
                       be the amortized cost. The fair values of long-term bonds
                       which are publicly traded are based upon market prices or
                       dealer quotes. For privately placed bonds, fair values
                       are estimated by taking into account prices for publicly
                       traded bonds of similar credit risk and maturity and
                       repayment and liquidity characteristics.

82                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

14. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):
                           The fair values of mortgages 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.

                           The fair values of policy loans approximate carrying
                       amounts.

                           The fair values of derivative financial instruments
                       are estimated using the process described in Note 8.

                           The fair values of the Company's general account
                       insurance reserves and liabilities 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. Those contracts that are deemed to have
                       short-term guarantees have a carrying amount equal to the
                       estimated fair value.

15. STATUTORY INVESTMENT VALUATION RESERVES

                           The asset valuation reserve ("AVR") provides a
                       reserve for losses from investments in bonds, stocks,
                       mortgage loans, real estate and other invested assets
                       with related increases or decreases being recorded
                       directly to surplus.

                           Realized capital gains and losses on bonds and
                       mortgages which relate to changes in levels of interest
                       rates are charged or credited to an interest maintenance
                       reserve and amortized into income over the remaining
                       contractual life of the security sold.

                           The table shown below presents changes in the major
                       elements of the AVR and IMR.

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                          -----------------------------------------
                                                                 1999                  1998
                                                          -------------------   -------------------
                                                            AVR        IMR        AVR        IMR
                                                          --------   --------   --------   --------
                                                                       (IN THOUSANDS)
<S>                                                       <C>        <C>        <C>        <C>
Balance, beginning of year..............................  $44,392    $40,490    $47,605    $33,830
Net realized investment gains, net of tax...............    9,950      4,983        256      8,942
Amortization of net investment gains....................       --     (3,702)        --     (2,282)
Unrealized investment losses............................   (9,705)        --     (6,550)        --
Required by formula.....................................     (566)        --      3,081         --
                                                          -------    -------    -------    -------
Balance, end of year....................................  $44,071    $41,771    $44,392    $40,490
                                                          =======    =======    =======    =======
</TABLE>

83                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

16. FEDERAL INCOME TAXES

                           The Company, its subsidiaries and certain other
                       affiliates file a consolidated federal income tax return.
                       Federal income taxes are calculated for the consolidated
                       group based upon amounts determined to be payable as a
                       result of operations within the current year. No
                       provision is recognized for timing differences which may
                       exist between financial statement and taxable income.
                       Such timing differences include reserves, depreciation
                       and accrual of market discount on bonds. Cash payments
                       for federal income taxes were approximately $3,000,000,
                       $48,144,000, and $31,000,000 for the years ended
                       December 31, 1999, 1998 and 1997, respectively.

                           The Company is currently undergoing an audit by the
                       Internal Revenue Service. The Company believes that there
                       will be no material audit adjustments for the periods
                       under examination.

17. RELATED PARTY TRANSACTIONS

                       A.  SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE)

                           On December 22, 1997, the Company issued a
                       $250,000,000 surplus note to Life Holdco. This note has
                       an interest rate of 8.625% and is due on or after
                       November 6, 2027.

                           On May 9, 1997, the Company issued a short-term note
                       of $600,000,000 to Life Holdco at an interest rate of
                       5.10%, which was extended at various interest rates. This
                       note was repaid on December 22, 1997.

                           On December 19, 1995, the Company issued surplus
                       notes totaling $315,000,000 to an affiliate, Sun Canada
                       Financial Co., at interest rates between 5.75% and 7.25%.
                       Of these notes, $157,500,000 will mature in the year 2007
                       and $157,500,000 will mature in the year 2015. Interest
                       on these notes is payable semiannually.

                           Principal and interest on surplus notes are payable
                       only to the extent that the Company meets specified
                       requirements regarding free surplus exclusive of the
                       principal amount and accrued interest, if any, on these
                       notes and with the consent of the Delaware Insurance
                       Commissioner.

                           The Company accrued $4,259,000 and $4,259,000 for
                       interest on surplus notes for the years ended
                       December 31, 1999 and 1998, respectively.

84                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

17. RELATED PARTY TRANSACTIONS (CONTINUED):
                           The Company expensed $43,266,000, $44,903,000, and
                       $42,481,000 for interest on surplus notes and notes
                       payable for the years ended December 31, 1999, 1998 and
                       1997, respectively.

                           On September 28, 1998 a $500,000 note was issued by
                       SLISL to the Company at a rate of 6.0%, maturing on
                       September 28, 2002.

                           A $110,000,000 note was issued to the Company by MFS
                       on February 11, 1998 at an interest rate of 6.0% due
                       February 11, 1999. Another $110,000,000 note was issued
                       to the Company on December 22, 1998 at an interest rate
                       of 5.55% due February 11, 1999. These two notes and an
                       additional $10,000,000 were combined into a new note of
                       $230,000,000 with a floating interest rate based on the
                       six month LIBOR rate plus 25 basis points. The
                       $230,000,000 note was repaid to the Company on
                       December 21, 1999.

                           On January 14, 2000, the Company purchased
                       $200,000,000 of notes from MFS.

                           On December 23, 1997, the Company issued a
                       $110,000,000 note to US Holdco at an interest rate of
                       5.80%, which was repaid on March 1, 1998. A $110,000,000
                       note was also issued to the Company by MFS on
                       December 23, 1997 at an interest rate of 5.85% and was
                       repaid on February 11, 1998.

                           On December 31, 1996, the Company issued a
                       $58,000,000 note to SLOC at an interest rate of 5.70%
                       which was repaid on February 10, 1997. Also on December
                       31, 1996, the Company was issued a $58,000,000 note by
                       MFS at an interest rate of 5.76%. This note was repaid to
                       the Company on February 10, 1997.

                           On December 31, 1998, the Company had an additional
                       $20,000,000 in notes issued by MFS, scheduled to mature
                       in 2000. These notes were repaid to the Company on
                       December 21, 1999.

                       B.  STOCKHOLDER DIVIDENDS

                           The maximum amount of dividends which can be paid by
                       the Company without prior approval of the Insurance
                       Commissioner of the State of Delaware is subject to
                       restrictions relating to statutory surplus. In 1999, a
                       dividend in the

85                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

17. RELATED PARTY TRANSACTIONS (CONTINUED):
                       amount of $80,000,000 was declared and paid by the
                       Company to its parent, Life Holdco. This dividend was
                       approved by the Board of Directors, but did not require
                       approval of the Insurance Commissioner. In 1998, a
                       dividend in the amount of $50,000,000 was declared and
                       paid by the Company to its parent, Life Holdco. This
                       dividend was approved by the Insurance Commissioner and
                       the Board of Directors. On December 24, 1997 the Company
                       transferred all of its shares of MFS to Life Holdco in
                       the form of a dividend valued at $159,722,000. This
                       dividend was approved by the Insurance Commissioner and
                       the Board of Directors.

                       C.  SERVICE AGREEMENTS

                           The Company has an agreement with SLOC which provides
                       that SLOC will furnish, as requested, personnel as well
                       as certain services and facilities on a
                       cost-reimbursement basis. Expenses under this agreement
                       amounted to approximately $28,700,000 in 1999,
                       $16,344,000 in 1998, and $15,997,000 in 1997.

                           The Company leases office space to SLOC under lease
                       agreements with terms expiring in December, 2004 and
                       options to extend the terms for each of twelve successive
                       five-year terms at fair market rental not to exceed 125%
                       of the fixed rent for the term which is ending. Rent
                       received by the Company under the leases for 1999
                       amounted to approximately $6,943,000.

18. RISK-BASED CAPITAL

                           Effective December 31, 1993, the NAIC adopted
                       risk-based capital requirements for life insurance
                       companies. The risk-based capital requirements provide a
                       method for measuring the minimum acceptable amount of
                       adjusted capital that a life insurer should have, as
                       determined under statutory accounting practices, taking
                       into account the risk characteristics of its investments
                       and products. The Company has met the minimum risk-based
                       capital requirements at December 31, 1999, 1998 and 1997.

19. COMMITMENTS AND CONTINGENT LIABILITIES

                           The Company is involved in pending and threatened
                       litigation in the normal course of its business in which
                       claims for monetary and punitive damages have been
                       asserted. Although there can be no assurances, at the
                       present time the Company does not anticipate that the
                       ultimate liability arising from such pending or
                       threatened litigation, after consideration of provisions
                       made for

86                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

19. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED):
                       potential losses and costs of defense, will have a
                       material adverse effect on the financial condition or
                       operating results of the Company.

                           Under insurance guaranty fund laws in each state, the
                       District of Columbia and Puerto Rico, insurers licensed
                       to do business can be assessed by state insurance
                       guaranty associations for certain obligations of
                       insolvent insurance companies to policyholders and
                       claimants. Recent regulatory actions against certain
                       large life insurers encountering financial difficulty
                       have prompted various state insurance guaranty
                       associations to begin assessing life insurance companies
                       for the deemed losses. Most of these laws do provide,
                       however, that an assessment may be excused or deferred it
                       it would threaten an insurer's solvency and further
                       provide annual limits on such assessments. Part of the
                       assessments paid by the Company and its subsidiaries
                       pursuant to these laws may be used as credits for a
                       portion of the associated premium taxes. The Company
                       incurred guaranty fund assessments of approximately
                       $3,500,000, $3,500,000, and $3,083,000 in 1999, 1998 and
                       1997, respectively.

20. ACCOUNTING POLICIES AND PRINCIPLES

                           The financial statements of the Company have been
                       prepared on the basis of statutory accounting practices
                       which, prior to 1996, were considered by the insurance
                       industry and the accounting profession to be in
                       accordance with GAAP for mutual life insurance companies.
                       The primary differences between statutory accounting
                       practices and GAAP are described as follows. Under
                       statutory accounting practices, financial statements are
                       not consolidated and investments in subsidiaries are
                       shown at net equity value. Accordingly, the assets,
                       liabilities and results of operations of the Company's
                       subsidiaries are not consolidated with the assets,
                       liabilities and results of operations, respectively, of
                       the Company. Changes in net equity value of the common
                       stock of the Company's United States life insurance
                       subsidiaries are directly reflected in the Company's
                       surplus. Changes in the net equity value of the common
                       stock of all other subsidiaries are directly reflected in
                       the Company's Asset Valuation Reserve. Dividends paid by
                       subsidiaries to the Company are included in the Company's
                       net investment income.

                           Other differences between statutory accounting
                       practices and GAAP include the following items. Statutory
                       accounting practices do not recognize the following
                       assets or liabilities which are reflected under GAAP:
                       deferred policy acquisition costs, deferred federal
                       income taxes and statutory nonadmitted

87                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

20. ACCOUNTING POLICIES AND PRINCIPLES (CONTINUED):
                       assets. Asset Valuation Reserves and Interest Maintenance
                       Reserves are established under statutory accounting
                       practices but not under GAAP. Methods for calculating
                       real estate depreciation and investment valuation
                       allowances differ under statutory accounting practices
                       and GAAP. Actuarial assumptions and reserving methods
                       differ under statutory accounting practices and GAAP.
                       Premiums for universal life and investment-type products
                       are recognized as income for statutory purposes and as
                       deposits to policyholders' accounts for GAAP. Investments
                       in fixed maturity securities classified as
                       available-for-sale are carried at aggregate fair value
                       with changes in unrealized gains and losses reported net
                       of taxes in a separate component of stockholder's equity
                       for GAAP and generally at amortized cost under statutory
                       accounting practices.

                                              * * * * * *

88                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       INDEPENDENT AUDITORS' REPORT

                       TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

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

                           We have audited the accompanying statutory statements
                       of admitted assets, liabilities and capital stock and
                       surplus of Sun Life Assurance Company of Canada (U.S.)
                       (the "Company") as of December 31, 1999 and 1998, and the
                       related statutory statements of operations, changes in
                       capital stock and surplus, and cash flow for each of the
                       three years in the period ended December 31, 1999. These
                       financial statements are the responsibility of the
                       Company's management. Our responsibility is to express an
                       opinion on these financial statements based on our
                       audits.

                           We conducted our audits in accordance with generally
                       accepted auditing standards. Those standards require that
                       we plan and perform the audit to obtain reasonable
                       assurance about whether the financial statements are free
                       of material misstatement. An audit includes examining, on
                       a test basis, evidence supporting the amounts and
                       disclosures in the financial statements. An audit also
                       includes assessing the accounting principles used and
                       significant estimates made by management, as well as
                       evaluating the overall financial statement presentation.
                       We believe that our audits provide a reasonable basis for
                       our opinion.

                           As described more fully in Notes 1 and 20 to the
                       financial statements, the Company prepared these
                       financial statements using accounting practices
                       prescribed or permitted by the Insurance Department of
                       the State of Delaware, which is a comprehensive basis of
                       accounting other than generally accepted accounting
                       principles. The effects on the financial statements of
                       the differences between the statutory basis of accounting
                       and generally accepted accounting principles, although
                       not reasonably determinable, are presumed to be material.

                           In our opinion, the statutory financial statements
                       referred to above present fairly, in all material
                       respects, the admitted assets, liabilities, and capital
                       stock and surplus of Sun Life Assurance Company of Canada
                       (U.S.) as of December 31, 1999 and 1998, and the results
                       of its operations and its cash flow for each of the three
                       years in the period ended December 31, 1999 on the basis
                       of accounting described in Notes 1 and 20.

                           However, because of the differences between the two
                       bases of accounting referred to in the second preceding
                       paragraph, in our opinion, the statutory financial
                       statements referred to above do not present fairly, in
                       conformity with generally accepted accounting principles,
                       the financial position of Sun Life Assurance Company of
                       Canada (U.S.) as of December 31, 1999 and 1998 or

89                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       the results of its operations or its cash flow for each
                       of the three years in the period ended December 31, 1999.

                       February 10, 2000

90                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF CONDITION -- DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                              SHARES    COST      VALUE
ASSETS:                                                       ------   -------   -------
<S>                                                           <C>      <C>       <C>
  Investments in mutual funds:
    AIM Variable Insurance Funds, Inc.
        V.I. Capital Appreciation Fund ("AIM1").............     37    $ 1,028   $ 1,330
        V.I. Growth Fund ("AIM2")...........................     49      1,417     1,585
        V.I. Growth and Income Fund ("AIM3")................     37      1,010     1,182
        V.I. International Equity Fund ("AIM4").............     76      1,797     2,235
    The Alger American Fund
        Growth Portfolio ("AL1")............................     18      1,000     1,179
        Income and Growth Portfolio ("AL2").................     76      1,000     1,340
        Small Capitalization Portfolio ("AL3")..............     24      1,000     1,340
    Goldman Sachs Variable Insurance Trust
        CORE Large Cap Growth Fund ("GS1")..................     75      1,001     1,191
        CORE Small Cap Equity Fund ("GS2")..................    108      1,003     1,144
        CORE US Equity Fund ("GS3").........................    119      1,577     1,665
        Growth and Income Fund ("GS4")......................     92      1,011       999
        International Equity Fund ("GS5")...................     85      1,091     1,226
    MFS/Sun Life Series Trust
        Capital Appreciation Series ("CAS").................     23      1,000     1,266
        Massachusetts Investors Trust Series ("CGS")........     27      1,000     1,033
        Emerging Growth Series ("EGS")......................    290      9,765    11,676
        Government Securities Series ("GGS")................    125      1,561     1,561
        High Yield Series ("HYS")...........................    134      1,187     1,210
        Massachusetts Investors Growth Stock
          Series ("MIS")....................................    652      9,743    10,516
        New Discovery Series ("NWD")........................     91      1,000     1,533
        Total Return Series ("TRS").........................    259      4,876     4,867
        Utilities Series ("UTS")............................     62      1,000     1,220
    OCC Accumulation Trust
        Equity Portfolio ("OP1")............................     26      1,000       972
        Mid Cap Portfolio ("OP2")...........................    104      1,028     1,206
        Small Cap Portfolio ("OP3").........................     43      1,000       966
        Managed Portfolio ("OP4")...........................     23      1,000     1,005
    Sun Capital Advisers Trust
        Sun Capital Money Market Fund ("SCA1")..............  1,017      1,017     1,017
        Sun Capital Investment Grade Bond Fund ("SCA2").....    187      1,771     1,747
        Sun Capital Real Estate Fund ("SCA3")...............    109      1,051       972
        Sun Capital Select Equity Fund ("SCA 4")............    100      1,000     1,264
        Sun Capital Blue Chip Mid-Cap Fund ("SCA 5")........    151      1,600     1,857
        Sun Capital Investors Foundation Fund ("SCA 6").....    100      1,002     1,122
                                                                       -------   -------
            Net Assets:.............................................   $56,536   $63,426
                                                                       =======   =======
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

91                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF CONDITION -- CONTINUED

<TABLE>
<CAPTION>
NET ASSETS APPLICABLE TO OWNERS OF                            UNITS   UNIT VALUE    VALUE
DEFERRED VARIABLE ANNUITY CONTRACTS:                          -----   ----------   -------
<S>                                                           <C>     <C>          <C>
    AIM Variable Insurance Funds, Inc.
        V.I. Capital Appreciation Fund......................    --     $13.2630    $ 1,330
        V.I. Growth Fund....................................    32      12.0173      1,585
        V.I. Growth and Income Fund.........................    --      11.7887      1,182
        V.I. International Equity Fund......................    53      14.5631      2,235
    The Alger American Fund
        Growth Portfolio....................................    --      11.7559      1,179
        Income and Growth Portfolio.........................    --      13.3516      1,340
        Small Capitalization Portfolio......................    --      13.3581      1,340
    Goldman Sachs Variable Insurance Trust
        CORE Large Cap Growth Fund..........................    --      11.8769      1,191
        CORE Small Cap Equity Fund..........................    --      11.4055      1,144
        CORE US Equity Fund.................................    52      10.9307      1,665
        Growth and Income Fund..............................    --       9.9587        999
        International Equity Fund...........................    --      12.2243      1,226
    MFS/Sun Life Series Trust
        Capital Appreciation Series.........................    --      12.6212      1,266
        Massachusetts Investors Trust Series................    --      10.3059      1,033
        Emerging Growth Series..............................   742      15.7395     11,676
        Government Securities Series........................    56       9.9799      1,561
        High Yield Series...................................    18      10.1980      1,210
        Massachusetts Investors Growth Stock Series.........   851      12.3539     10,516
        New Discovery Series................................    --      15.2928      1,533
        Total Return Series.................................   495       9.8304      4,867
        Utilities Series....................................    --      12.1675      1,220
    OCC Accumulation Trust
        Equity Portfolio....................................    --       9.6931        972
        Mid Cap Portfolio...................................    --      12.0310      1,206
        Small Cap Portfolio.................................    --       9.6339        966
        Managed Portfolio...................................    --      10.0177      1,005
    Sun Capital Advisers Trust
        Sun Capital Money Market Fund.......................    --      10.1492      1,017
        Sun Capital Investment Grade Bond Fund..............    75       9.9711      1,747
        Sun Capital Real Estate Fund........................    --       9.6829        972
        Sun Capital Select Equity Fund......................    --      12.6067      1,264
        Sun Capital Blue Chip Mid-Cap Fund..................    46      12.6740      1,857
        Sun Capital Investors Foundation Fund...............    --      11.1831      1,122
                                                                                   -------
            Net Assets:.........................................................   $63,426
                                                                                   =======
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

92                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                  AIM1          AIM2          AIM3          AIM4           AL1           AL2
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital
   gain distributions
   received..................     $  28         $  42         $  10         $  48         $  --         $  --
                                  -----         -----         -----         -----         -----         -----
EXPENSES:
  Mortality and expense risk
    charges..................     $  --         $  --         $  --         $  --         $  --         $  --
  Cost of insurance..........        --            --            --            --            --            --
                                  -----         -----         -----         -----         -----         -----
  Total expenses.............     $  --         $  --         $  --         $  --         $  --         $  --
                                  -----         -----         -----         -----         -----         -----
      Net investment income
        (loss)...............     $  28         $  42         $  10         $  48         $  --         $  --
                                  -----         -----         -----         -----         -----         -----
REALIZED AND UNREALIZED GAINS
 (LOSSES):
  Realized gains (losses) on
   investment transactions:
    Proceeds from sales......     $  --         $  --         $  --         $  --         $  --         $  --
    Cost of investments
      sold...................        --            --            --            --            --            --
                                  -----         -----         -----         -----         -----         -----
      Net realized gains
        (losses).............     $  --         $  --         $  --         $  --         $  --         $  --
                                  -----         -----         -----         -----         -----         -----
  Net unrealized appreciation
   (depreciation) on
   investments:
    End of year..............     $ 302         $ 168         $ 172         $ 438         $ 179         $ 340
    Beginning of year........        --            --            --            --            --            --
                                  -----         -----         -----         -----         -----         -----
      Change in unrealized
        appreciation
        (depreciation).......     $ 302         $ 168         $ 172         $ 438         $ 179         $ 340
                                  -----         -----         -----         -----         -----         -----
    Realized and unrealized
      gains (losses).........     $ 302         $ 168         $ 172         $ 438         $ 179         $ 340
                                  -----         -----         -----         -----         -----         -----
  INCREASE (DECREASE) IN NET
    ASSETS FROM OPERATIONS...     $ 330         $ 210         $ 182         $ 486         $ 179         $ 340
                                  =====         =====         =====         =====         =====         =====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

93                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS -- continued

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                              AL3           GS1           GS2           GS3           GS4
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital gain
   distributions received...............     $  --         $   1         $   3         $  16         $ 11
                                             -----         -----         -----         -----         ----
EXPENSES:
  Mortality and expense risk charges....     $  --         $  --         $  --         $  --         $ --
  Cost of insurance.....................        --            --            --            --           --
                                             -----         -----         -----         -----         ----
  Total expenses........................     $  --         $  --         $  --         $  --         $ --
                                             -----         -----         -----         -----         ----
      Net investment income (loss)......     $  --         $   1         $   3         $  16         $ 11
                                             -----         -----         -----         -----         ----
REALIZED AND UNREALIZED GAINS (LOSSES):
  Realized gains (losses) on investment
   transactions:
    Proceeds from sales.................     $  --         $  --         $  --         $  --         $ --
    Cost of investments sold............        --            --            --            --           --
                                             -----         -----         -----         -----         ----
      Net realized gains (losses).......     $  --         $  --         $  --         $  --         $ --
                                             -----         -----         -----         -----         ----
  Net unrealized appreciation
    (depreciation) on investments:
    End of year.........................     $ 340         $ 190         $ 141         $  88         $(12)
    Beginning of year...................        --            --            --            --           --
                                             -----         -----         -----         -----         ----
      Change in unrealized appreciation
        (depreciation)..................     $ 340         $ 190         $ 141         $  88         $(12)
                                             -----         -----         -----         -----         ----
    Realized and unrealized gains
      (losses)..........................     $ 340         $ 190         $ 141         $  88         $(12)
                                             -----         -----         -----         -----         ----
  INCREASE (DECREASE) IN NET ASSETS FROM
    OPERATIONS..........................     $ 340         $ 191         $ 144         $ 104         $ (1)
                                             =====         =====         =====         =====         ====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

94                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                   GS5           CAS           CGS           EGS           GGS           HYS
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital
   gain distributions
   received..................     $ 91          $ --          $ --         $    --        $ --          $ --
                                  ----          ----          ----         -------        ----          ----
EXPENSES:
  Mortality and expense risk
    charges..................     $ --          $ --          $ --         $    (6)       $ --          $ --
  Cost of insurance..........       --            --            --            (181)         --            --
                                  ----          ----          ----         -------        ----          ----
  Total expenses.............     $ --          $ --          $ --         $  (187)       $ --          $ --
                                  ----          ----          ----         -------        ----          ----
      Net investment income
        (loss)...............     $ 91          $ --          $ --         $  (187)       $ --          $ --
                                  ----          ----          ----         -------        ----          ----
REALIZED AND UNREALIZED GAINS
 (LOSSES):
  Realized gains (losses) on
   investment transactions:
    Proceeds from sales......     $ --          $ --          $ --         $ 1,365        $ --          $ --
    Cost of investments
      sold...................       --            --            --          (1,000)         --            --
                                  ----          ----          ----         -------        ----          ----
      Net realized gains
        (losses).............     $ --          $ --          $ --         $   365        $ --          $ --
                                  ----          ----          ----         -------        ----          ----
  Net unrealized appreciation
   (depreciation) on
   investments:
    End of year..............     $135          $266          $ 33         $ 1,911        $ --          $ 23
    Beginning of year........       --            --            --              --          --            --
                                  ----          ----          ----         -------        ----          ----
      Change in unrealized
        appreciation
        (depreciation).......     $135          $266          $ 33         $ 1,911        $ --          $ 23
                                  ----          ----          ----         -------        ----          ----
    Realized and unrealized
      gains (losses).........     $135          $266          $ 33         $ 2,276        $ --          $ 23
                                  ----          ----          ----         -------        ----          ----
  INCREASE (DECREASE) IN NET
    ASSETS FROM OPERATIONS...     $226          $266          $ 33         $ 2,089        $ --          $ 23
                                  ====          ====          ====         =======        ====          ====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

95                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                              MIS           NWD           TRS           UTS           OP1
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital gain
   distributions received...............    $    --        $ --         $    --        $ --          $ --
                                            -------        ----         -------        ----          ----
EXPENSES:
  Mortality and expense risk charges....    $    (6)       $ --         $    (2)       $ --          $ --
  Cost of insurance.....................       (178)         --             (85)         --            --
                                            -------        ----         -------        ----          ----
  Total expenses........................    $  (184)       $ --         $   (87)       $ --          $ --
                                            -------        ----         -------        ----          ----
      Net investment income (loss)......    $  (184)       $ --         $   (87)       $ --          $ --
                                            -------        ----         -------        ----          ----
REALIZED AND UNREALIZED GAINS (LOSSES):
  Realized gains (losses) on investment
   transactions:
    Proceeds from sales.................    $ 1,171        $ --         $   997        $ --          $ --
    Cost of investments sold............     (1,000)         --          (1,000)         --            --
                                            -------        ----         -------        ----          ----
      Net realized gains (losses).......    $   171        $ --         $    (3)       $ --          $ --
                                            -------        ----         -------        ----          ----
  Net unrealized appreciation
   (depreciation) on investments:
    End of year.........................    $   773        $533         $    (9)       $220          $(28)
    Beginning of year...................         --          --              --          --            --
                                            -------        ----         -------        ----          ----
      Change in unrealized appreciation
        (depreciation)..................    $   773        $533         $    (9)       $220          $(28)
                                            -------        ----         -------        ----          ----
    Realized and unrealized gains
      (losses)..........................    $   944        $533         $   (12)       $220          $(28)
                                            -------        ----         -------        ----          ----
  INCREASE (DECREASE) IN NET ASSETS FROM
    OPERATIONS..........................    $   760        $533         $   (99)       $220          $(28)
                                            =======        ====         =======        ====          ====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

96                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                              OP2           OP3           OP4          SCA1          SCA2
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital gain
   distributions received...............     $ 28          $ --          $ --          $ 17          $ 22
                                             ----          ----          ----          ----          ----
EXPENSES:
  Mortality and expense risk charges....     $ --          $ --          $ --          $ --          $ --
  Cost of insurance.....................       --            --            --            --            --
                                             ----          ----          ----          ----          ----
  Total expenses........................     $ --          $ --          $ --          $ --          $ --
                                             ----          ----          ----          ----          ----
      Net investment income (loss)......     $ 28          $ --          $ --          $ 17          $ 22
                                             ----          ----          ----          ----          ----
REALIZED AND UNREALIZED GAINS (LOSSES):
  Realized gains (losses) on investment
   transactions:
    Proceeds from sales.................     $ --          $ --          $ --          $ --          $ --
    Cost of investments sold............       --            --            --            --            --
                                             ----          ----          ----          ----          ----
      Net realized gains (losses).......     $ --          $ --          $ --          $ --          $ --
                                             ----          ----          ----          ----          ----
  Net unrealized appreciation
   (depreciation) on investments:
    End of year.........................     $178          $(34)         $  5          $ --          $(24)
    Beginning of year...................       --            --            --            --            --
                                             ----          ----          ----          ----          ----
      Change in unrealized appreciation
        (depreciation)..................     $178          $(34)         $  5          $ --          $(24)
                                             ----          ----          ----          ----          ----
    Realized and unrealized gains
      (losses)..........................     $178          $(34)         $  5          $ --          $(24)
                                             ----          ----          ----          ----          ----
  INCREASE (DECREASE) IN NET ASSETS FROM
    OPERATIONS..........................     $206          $(34)         $  5          $ 17          $ (2)
                                             ====          ====          ====          ====          ====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

97                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF OPERATIONS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                                       SCA3          SCA4          SCA5          SCA6
                                                    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>
INCOME:
  Dividend income and capital gain distributions
   received.......................................     $ 51          $ --          $ 38          $  2
                                                       ----          ----          ----          ----
EXPENSES:
  Mortality and expense risk charges..............     $ --          $ --          $ --          $ --
  Cost of insurance...............................       --            --            --            --
                                                       ----          ----          ----          ----
  Total expenses..................................     $ --          $ --          $ --          $ --
                                                       ----          ----          ----          ----
      Net investment income (loss)................     $ 51          $ --          $ 38          $  2
                                                       ----          ----          ----          ----
REALIZED AND UNREALIZED GAINS (LOSSES):
  Realized gains (losses) on investment
   transactions:
    Proceeds from sales...........................     $ --          $ --          $ --          $ --
    Cost of investments sold......................       --            --            --            --
                                                       ----          ----          ----          ----
      Net realized gains (losses).................     $ --          $ --          $ --          $ --
                                                       ----          ----          ----          ----
  Net unrealized appreciation (depreciation) on
   investments:
    End of year...................................     $(79)         $264          $257          $120
    Beginning of year.............................       --            --            --            --
                                                       ----          ----          ----          ----
      Change in unrealized appreciation
        (depreciation)............................     $(79)         $264          $257          $120
                                                       ----          ----          ----          ----
    Realized and unrealized gains (losses)........     $(79)         $264          $257          $120
                                                       ----          ----          ----          ----
  INCREASE (DECREASE) IN NET ASSETS FROM
    OPERATIONS....................................     $(28)         $264          $295          $122
                                                       ====          ====          ====          ====
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

98                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF CHANGES IN NET ASSETS

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                  AIM1          AIM2          AIM3          AIM4           AL1           AL2
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
OPERATIONS:
  Net investment income
    (loss)...................    $   28        $   42        $   10        $   48        $   --        $   --
  Net realized gains
    (losses).................        --            --            --            --            --            --
  Net unrealized gains
    (losses).................       302           168           172           438           179           340
                                 ------        ------        ------        ------        ------        ------
      Increase (Decrease) in
        net assets from
        operations:..........    $  330        $  210        $  182        $  486        $  179        $  340
                                 ------        ------        ------        ------        ------        ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
      received...............    $1,000        $1,000        $1,000        $1,000        $1,000        $1,000
    Net transfers between
     sub-accounts and fixed
     accounts................        --           375            --           749            --            --
    Withdrawals, surrenders
     and account fees........        --            --            --            --            --            --
                                 ------        ------        ------        ------        ------        ------
      Net contract owner
        activity.............    $1,000        $1,375        $1,000        $1,749        $1,000        $1,000
                                 ------        ------        ------        ------        ------        ------
    Increase (Decrease) in
      net assets.............    $1,330        $1,585        $1,182        $2,235        $1,179        $1,340
NET ASSETS:
  Beginning of period........        --            --            --            --            --            --
                                 ------        ------        ------        ------        ------        ------
  End of period..............    $1,330        $1,585        $1,182        $2,235        $1,179        $1,340
                                 ======        ======        ======        ======        ======        ======

<CAPTION>
                                   AL3           GS1           GS2           GS3           GS4
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------
OPERATIONS:
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
  Net investment income
    (loss)...................    $   --        $    1        $    3        $   16        $   11
  Net realized gains
    (losses).................        --            --            --            --            --
  Net unrealized gains
    (losses).................       340           190           141            88           (12)
                                 ------        ------        ------        ------        ------
      Increase (Decrease) in
        net assets from
        operations:..........    $  340        $  191        $  144        $  104        $   (1)
                                 ------        ------        ------        ------        ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
      received...............    $1,000        $1,000        $1,000        $1,000        $1,000
    Net transfers between
     sub-accounts and fixed
     accounts................        --            --            --           561            --
    Withdrawals, surrenders
     and account fees........        --            --            --            --            --
                                 ------        ------        ------        ------        ------
      Net contract owner
        activity.............    $1,000        $1,000        $1,000        $1,561        $1,000
                                 ------        ------        ------        ------        ------
    Increase (Decrease) in
      net assets.............    $1,340        $1,191        $1,144        $1,665        $  999
NET ASSETS:
  Beginning of period........        --            --            --            --            --
                                 ------        ------        ------        ------        ------
  End of period..............    $1,340        $1,191        $1,144        $1,665        $  999
                                 ======        ======        ======        ======        ======
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

99                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF CHANGES IN NET ASSETS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                   GS5           CAS           CGS           EGS           GGS           HYS
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
OPERATIONS:
  Net investment income
    (loss)...................    $    91       $   --        $   --        $  (187)      $   --        $   --
  Net realized gains
    (losses).................         --           --            --            365           --            --
  Net unrealized gains
    (losses).................        135          266            33          1,911           --            23
                                 -------       ------        ------        -------       ------        ------
      Increase (Decrease) in
        net assets from
        operations:..........    $   226       $  266        $   33        $ 2,089       $   --        $   23
                                 -------       ------        ------        -------       ------        ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
      received...............    $ 1,000       $1,000        $1,000        $ 1,000       $1,000        $1,000
    Net transfers between
     sub-accounts and fixed
     accounts................         --           --            --          9,901          561           187
    Withdrawals, surrenders
     and account fees........         --           --            --         (1,314)          --            --
                                 -------       ------        ------        -------       ------        ------
      Net contract owner
        activity.............    $ 1,000       $1,000        $1,000        $ 9,587       $1,561        $1,187
                                 -------       ------        ------        -------       ------        ------
    Increase (Decrease) in
      net assets.............    $ 1,226       $1,266        $1,033        $11,676       $1,561        $1,210
NET ASSETS:
  Beginning of period........         --           --            --             --           --            --
                                 -------       ------        ------        -------       ------        ------
  End of period..............    $ 1,226       $1,266        $1,033        $11,676       $1,561        $1,210
                                 =======       ======        ======        =======       ======        ======

<CAPTION>
                                   MIS           NWD           TRS           UTS           OP1
                               SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                               -----------   -----------   -----------   -----------   -----------
OPERATIONS:
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
  Net investment income
    (loss)...................    $  (184)      $   --        $  (87)       $    --       $   --
  Net realized gains
    (losses).................        171           --            (3)            --           --
  Net unrealized gains
    (losses).................        773          533            (9)           220          (28)
                                 -------       ------        ------        -------       ------
      Increase (Decrease) in
        net assets from
        operations:..........    $   760       $  533        $  (99)       $   220       $  (28)
                                 -------       ------        ------        -------       ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
      received...............    $ 1,000       $1,000        $1,000        $ 1,000       $1,000
    Net transfers between
     sub-accounts and fixed
     accounts................      9,901           --         4,951             --           --
    Withdrawals, surrenders
     and account fees........     (1,145)          --          (985)            --           --
                                 -------       ------        ------        -------       ------
      Net contract owner
        activity.............    $ 9,756       $1,000        $4,966        $ 1,000       $1,000
                                 -------       ------        ------        -------       ------
    Increase (Decrease) in
      net assets.............    $10,516       $1,533        $4,867        $ 1,220       $  972
NET ASSETS:
  Beginning of period........         --           --            --             --           --
                                 -------       ------        ------        -------       ------
  End of period..............    $10,516       $1,533        $4,867         $1,220       $  972
                                 =======       ======        ======        =======       ======
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

100                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
STATEMENT OF CHANGES IN NET ASSETS -- CONTINUED

For the Period from August 25, 1999 (commencement of operations) through
December 31, 1999

<TABLE>
<CAPTION>
                                              OP2           OP3           OP4          SCA1          SCA2
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>
OPERATIONS:
  Net investment income (loss)..........    $   28        $   --        $   --        $   17        $   22
  Net realized gains (losses)...........        --            --            --            --            --
  Net unrealized gains (losses).........       178           (34)            5            --           (24)
                                            ------        ------        ------        ------        ------
      Increase (Decrease) in net assets
        from operations:................    $  206        $  (34)       $    5        $   17        $   (2)
                                            ------        ------        ------        ------        ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received..........    $1,000        $1,000        $1,000        $1,000        $1,000
    Net transfers between sub-accounts
     and fixed accounts.................        --            --            --            --           749
    Withdrawals, surrenders and account
     fees...............................        --            --            --            --            --
                                            ------        ------        ------        ------        ------
      Net contract owner activity.......    $1,000        $1,000        $1,000        $1,000        $1,749
                                            ------        ------        ------        ------        ------
    Increase (Decrease) in net assets...    $1,206        $  966        $1,005        $1,017        $1,747
NET ASSETS:
  Beginning of period...................        --            --            --            --            --
                                            ------        ------        ------        ------        ------
  End of period.........................    $1,206        $  966        $1,005        $1,017        $1,747
                                            ======        ======        ======        ======        ======

<CAPTION>
                                             SCA3          SCA4          SCA5          SCA6
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------
OPERATIONS:
<S>                                       <C>           <C>           <C>           <C>           <C>
  Net investment income (loss)..........    $   51        $   --        $   38        $    2
  Net realized gains (losses)...........        --            --            --            --
  Net unrealized gains (losses).........       (79)          264           257           120
                                            ------        ------        ------        ------
      Increase (Decrease) in net assets
        from operations:................    $  (28)       $  264        $  295        $  122
                                            ------        ------        ------        ------
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received..........    $1,000        $1,000        $1,000        $1,000
    Net transfers between sub-accounts
     and fixed accounts.................        --            --           562            --
    Withdrawals, surrenders and account
     fees...............................        --            --            --            --
                                            ------        ------        ------        ------
      Net contract owner activity.......    $1,000        $1,000        $1,562        $1,000
                                            ------        ------        ------        ------
    Increase (Decrease) in net assets...    $  972        $1,264        $1,857        $1,122
NET ASSETS:
  Beginning of period...................        --            --            --            --
                                            ------        ------        ------        ------
  End of period.........................    $  972        $1,264        $1,857        $1,122
                                            ======        ======        ======        ======
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

101                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION

                           Sun Life (U.S.) Variable Account I (the "Variable
                       Account"), a separate account of Sun Life Assurance
                       Company of Canada (U.S.) (the "Sponsor") was established
                       on August 25, 1999 as a funding vehicle for the variable
                       portion of certain individual variable universal life
                       insurance contracts. The Variable Account is registered
                       with the Securities and Exchange Commission under the
                       Investment Company Act of 1940 as a unit investment
                       trust.

                           The assets of the Variable Account are divided into
                       Sub-Accounts. Each Sub-Account is invested in shares of a
                       specific mutual fund or series thereof selected by
                       contract owners. The funds currently offered are as
                       follows: AIM Variable Insurance Funds, Inc., the Alger
                       American Fund, Goldman Sachs Variable Insurance Trust,
                       MFS/Sun Life Series Trust, OCC Accumulated Trust, and Sun
                       Capital Advisers Trust (collectively the "Funds"). The
                       MFS/Sun Life Series Trust and Sun Capital Advisers Trust
                       are advised by affiliates of the Sponsor.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

                       INVESTMENT VALUATIONS  Investments in the Funds are
                       recorded at their net asset value. 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
                       owners are recorded in the new Sub-Account upon receipt
                       of the redemption proceeds.

                       FEDERAL INCOME TAX STATUS  The operations of the Variable
                       Account are part of the operations of the Sponsor and are
                       not taxed separately. The Variable Account is not taxed
                       as a regulated investment company. The Sponsor qualifies
                       for the federal income tax treatment granted to life
                       insurance companies under Subchapter L of the Internal
                       Revenue Code. Under existing federal income tax law,
                       investment income and capital gains earned by the
                       Variable Account on contract owner reserves are not
                       subject to tax.

102                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS -- CONTINUED

(3) CONTRACT CHARGES

                           The Sponsor deducts a sales charge from purchase
                       payments. The current charge is 5.25% of the amount of
                       purchase payments. The maximum charge is guaranteed not
                       to exceed 7.25% of purchase payments.

                           A mortality and expense risk charge based on the
                       value of the Variable Account is deducted from the
                       Variable Account at the end of each valuation period for
                       the mortality and expense risks assumed by the Sponsor.
                       The maximum deduction is at an effective annual rate of
                       0.90%. The current effective annual rate in effect at
                       December 31, 1999 is equivalent to 0.80% for Policy Years
                       1 through 10 and 0.50% thereafter.

                           Each month, a monthly administration charge ("Account
                       Fee") of $8 is deducted from each contract's account
                       value to cover administrative expenses relating to the
                       contract.

                           Within the first 10 Policy Years or the 10 Policy
                       Years following an increase in the specified face amount
                       of the policy, a surrender charge may be deducted to
                       cover certain expenses relating to the sale of the
                       contract. The base surrender charge will be an amount
                       based on certain factors, including the specified face
                       amount of the policy, the insured's age, sex and rating
                       class. The charge will be 100% of the base surrender
                       charge in the first 5 Policy Years, or the first 5 Policy
                       Years after an increase in the specified face amount,
                       scaling down to zero after 10 Policy Years.

                           The Sponsor deducts a monthly cost of insurance from
                       the account value to cover anticipated costs of providing
                       insurance coverage. The charge will be based on the
                       Sponsor's expectation of future mortality, persistency,
                       interest rates, expenses and taxes, but will not exceed
                       the Guaranteed Maximum Monthly Cost of Insurance Rates
                       based on the 1980 Commissioner's Standard Ordinary Smoker
                       and Nonsmoker Mortality Tables.

103                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS -- CONTINUED

(4) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS

                           During the year, the Sponsor deposited $1,000 of
                       initial "seed" money into each of the Sub-Accounts.
                       Unlike normal participant transactions, the initial
                       "seed" money deposited is not issued with corresponding
                       units.

                           Transactions in participant units during the period
                       from August 25, 1999 (commencement of operations) through
                       December 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                          UNITS TRANSFERRED
                        UNITS OUTSTANDING      UNITS     BETWEEN SUB-ACCOUNTS   UNITS WITHDRAWN   UNITS OUTSTANDING
                       BEGINNING OF PERIOD   PURCHASED    AND FIXED ACCOUNT     AND SURRENDERED     END OF PERIOD
                       -------------------   ---------   --------------------   ---------------   -----------------
<S>                    <C>                   <C>         <C>                    <C>               <C>
AIM1.................         --                --                --                  --                 --
AIM2.................         --                --                32                  --                 32
AIM3.................         --                --                --                  --                 --
AIM4.................         --                --                53                  --                 53
AL1..................         --                --                --                  --                 --
AL2..................         --                --                --                  --                 --
AL3..................         --                --                --                  --                 --
GS1..................         --                --                --                  --                 --
GS2..................         --                --                --                  --                 --
GS3..................         --                --                52                  --                 52
GS4..................         --                --                --                  --                 --
GS5..................         --                --                --                  --                 --
CAS..................         --                --                --                  --                 --
CGS..................         --                --                --                  --                 --
EGS..................         --                --               742                  --                742
GGS..................         --                --                56                  --                 56
HYS..................         --                --                18                  --                 18
MIS..................         --                --               851                  --                851
NWD..................         --                --                --                  --                 --
TRS..................         --                --               495                  --                495
UTS..................         --                --                --                  --                 --
OP1..................         --                --                --                  --                 --
OP2..................         --                --                --                  --                 --
OP3..................         --                --                --                  --                 --
OP4..................         --                --                --                  --                 --
SCA1.................         --                --                --                  --                 --
SCA2.................         --                --                75                  --                 75
SCA3.................         --                --                --                  --                 --
SCA4.................         --                --                --                  --                 --
SCA5.................         --                --                46                  --                 46
SCA6.................         --                --                --                  --                 --
</TABLE>

104                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       INDEPENDENT AUDITORS' REPORT

                       TO THE CONTRACT OWNERS PARTICIPATING IN SUN LIFE (U.S.)
                       VARIABLE ACCOUNT I
                       AND THE BOARD OF DIRECTORS OF SUN LIFE ASSURANCE COMPANY
                       OF CANADA (U.S.):

                           We have audited the accompanying statement of
                       condition of V.I. Capital Appreciation Sub-Account, V.I.
                       Growth Sub-Account, V.I. Growth and Income Sub-Account,
                       V.I. International Equity Sub-Account, Growth
                       Sub-Account, Income and Growth Sub-Account, Small
                       Capitalization Sub-Account, CORE Large Cap Growth
                       Sub-Account, CORE Small Cap Equity Sub-Account, CORE US
                       Equity Sub-Account, Growth and Income Sub-Account,
                       International Equity Sub-Account, Capital Appreciation
                       Sub-Account, Massachusetts Investors Trust Sub-Account,
                       Emerging Growth Sub-Account, Government Securities Sub-
                       Account, High Yield Sub-Account, Massachusetts Investors
                       Growth Stock Sub-Account, New Discovery Sub-Account,
                       Total Return Sub-Account, Utilities Sub-Account, Equity
                       Sub-Account, Mid Cap Sub-Account, Small Cap Sub-Account,
                       Managed Sub-Account, Sun Capital Money Market
                       Sub-Account, Sun Capital Investment Grade Bond
                       Sub-Account, Sun Capital Real Estate Sub-Account, Sun
                       Capital Select Equity Sub-Account, Sun Capital Blue Chip
                       Mid-Cap Sub-Account, and Sun Capital Investors Foundation
                       Sub-Account of Sun Life (U.S.) Variable Account I (the
                       "Sub-Accounts") as of December 31, 1999, and the related
                       statements of operations and changes in net assets for
                       the period from August 25, 1999 (the commencement of
                       operations) through December 31, 1999. These financial
                       statements are the responsibility of management. Our
                       responsibility is to express an opinion on these
                       financial statements based on our audit.

                           We conducted our audit in accordance with generally
                       accepted auditing standards. Those standards require that
                       we plan and perform the audit to obtain reasonable
                       assurance about whether the financial statements are free
                       of material misstatement. An audit includes examining, on
                       a test basis, evidence supporting the amounts and
                       disclosures in the financial statements. Our procedures
                       included confirmation of securities held as of December
                       31, 1999 by correspondence with the custodian. An audit
                       also includes assessing the accounting principles used
                       and significant estimates made by management, as well as
                       evaluating the overall financial statement presentation.
                       We believe that our audit provides a reasonable basis for
                       our opinion.

                           In our opinion, such financial statements present
                       fairly, in all material respects, the financial position
                       of the Sub-Accounts as of December 31, 1999, the results
                       of their operations and the changes in their net assets
                       for the period

105                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       from August 25, 1999 (the commencement of operations)
                       through December 31, 1999 in conformity with generally
                       accepted accounting principles.

                       DELOITTE & TOUCHE LLP

                       Boston, MA

                       February 10, 2000

106                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                                                      APPENDIX A

                            GLOSSARY OF POLICY TERMS

    ACCOUNT VALUE--The sum of the amounts in each Sub-Account of the Variable
Account and the Fixed Account Value with respect to a Policy.

    ANNIVERSARY--The same day in each succeeding year as the day of the year
corresponding to the policy date.

    ATTAINED AGE--The insured's Issue Age plus the number of completed Policy
Years.

    BUSINESS DAY--Any day that we are open for business.

    CASH VALUE--Account Value less any surrender charges.

    CASH SURRENDER VALUE--The Cash Value decreased by the balance of any
outstanding Policy Debt.

    CLASS--The risk and underwriting classification of the insured.

    DAILY RISK PERCENTAGE--The daily rate for deduction of the Mortality and
Expense Risk Charge.

    DUE PROOF--Such evidence as we may reasonably require in order to establish
that a benefit is due and payable.

    EFFECTIVE DATE OF COVERAGE--Initially, the Investment Start Date; with
respect to any increase in the Specified Face Amount, the Anniversary that falls
on or next follows the date we approve the supplemental application for that
increase; with respect to any decrease in the Specified Face Amount, the Monthly
Anniversary Day that falls on or next follows the date we receive your request.

    EXPENSE CHARGES APPLIED TO PREMIUM--A percentage charge deducted from each
premium payment.

    FIXED ACCOUNT VALUE--The portion of the Account Value funded by the assets
of our general account.

    FUND--A mutual fund portfolio in which a Sub-Account invests.

    MINIMUM INITIAL PREMIUM--The minimum premium is the amount necessary to put
the coverage in force.

    INSURED--The person on whose life a Policy is issued.

    INVESTMENT START DATE--The date the first premium is applied, which will be
the later of the Issue Date, the Policy Date or the Valuation Date we receive a
premium equal to or in excess of the minimum initial premium.

    ISSUE AGE--The insured's age as of the insured's birthday nearest the policy
date.

    ISSUE DATE--The date we produce a Policy from our system as specified in the
Policy.

    MATURITY--The Anniversary on which the insured's Attained Age is 100.

    MONTHLY ANNIVERSARY DAY--The same day in each succeeding month as the day of
the month corresponding to the policy date.

    MONTHLY COST OF INSURANCE--A deduction made on a monthly basis for the
insurance coverage provided by the Policy.

    MONTHLY EXPENSE CHARGE--A per Policy deduction made on a monthly basis for
administration and other expenses.
<PAGE>
    MORTALITY AND EXPENSE RISK CHARGE--The annual rate deducted from the Account
Value in the Sub-Accounts for the mortality and expense risk we assume by
issuing the Policy. This annual rate is converted to a daily rate, the Daily
Risk Percentage, and deducted from the Unit Values of the Sub-Accounts on a
daily basis.

    POLICY APPLICATION--The application for a Policy, a copy of which is
attached to and incorporated in the Policy.

    POLICY DEBT--The principal amount of any outstanding loan against the
Policy, plus accrued but unpaid interest on such loan.

    POLICY MONTH--A Policy Month is a one-month period commencing on the policy
date or any Monthly Anniversary Day and ending on the next Monthly Anniversary
Day.

    POLICY PROCEEDS--The amount determined in accordance with the terms of the
Policy which is payable at the death of the insured prior to the Policy Maturity
date. This amount is the death benefit, decreased by the amount of any
outstanding Policy Debt and any Unpaid Policy Charges, and increased by the
amounts payable under any supplemental benefits.

    POLICY YEAR--A Policy Year is a one-year period commencing on the policy
date or any Anniversary and ending on the next Anniversary.

    PRINCIPAL OFFICE--Sun Life Assurance Company of Canada (U.S.), One Sun Life
Executive Park, Wellesley Hills, Massachusetts, 02481, or such other address as
we may hereafter specify to you by written notice.

    SPECIFIED FACE AMOUNT--The amount of life insurance coverage you request as
specified in your Policy.

    SUB-ACCOUNTS--Sub-accounts into which the assets of the Variable Account are
divided, each of which corresponds to an investment choice available to you.

    UNIT--A unit of measurement that we use to calculate the value of each
Sub-Account.

    UNIT VALUE--The value of each Unit of assets in a Sub-Account.

    UNPAID POLICY CHARGES--The amounts by which the Monthly Expense Charges plus
the Monthly Costs of Insurance plus the Policy Debt exceed the Account Value.

    VALUATION DATE--Any day that benefits vary and on which we, the applicable
Fund, and the New York Stock Exchange are open for business and any other day as
may be required by the applicable rules and regulations of the Securities and
Exchange Commission.

    VALUATION PERIOD--The period of time from one determination of Unit Values
to the next following determination of Unit Values. We will determine Unit
Values for each Valuation Date as of the close of the New York Stock Exchange on
that Valuation Date.

    VARIABLE ACCOUNT--Sun Life of Canada (U.S.) Variable Account I.

                                      A-2
<PAGE>
                                                                      APPENDIX B

                       TABLE OF DEATH BENEFIT PERCENTAGES

<TABLE>
<CAPTION>
      APPLICABLE              APPLICABLE
AGE   PERCENTAGE     AGE      PERCENTAGE
- ---   ----------   --------   ----------
<S>   <C>          <C>        <C>
 20      250%         60         130%
 21      250%         61         128%
 22      250%         62         126%
 23      250%         63         124%
 24      250%         64         122%
 25      250%         65         120%
 26      250%         66         119%
 27      250%         67         118%
 28      250%         68         117%
 29      250%         69         116%
 30      250%         70         115%
 31      250%         71         113%
 32      250%         72         111%
 33      250%         73         109%
 34      250%         74         107%
 35      250%         75         105%
 36      250%         76         105%
 37      250%         77         105%
 38      250%         78         105%
 39      250%         79         105%
 40      250%         80         105%
 41      243%         81         105%
 42      236%         82         105%
 43      229%         83         105%
 44      222%         84         105%
 45      215%         85         105%
 46      209%         86         105%
 47      203%         87         105%
 48      197%         88         105%
 49      191%         89         105%
 50      185%         90         105%
 51      178%         91         104%
 52      171%         92         103%
 53      164%         93         102%
 54      157%         94         101%
 55      150%         95         100%
 56      146%         96         100%
 57      142%         97         100%
 58      138%         98         100%
 59      134%         99         100%
</TABLE>
<PAGE>
                                                                      APPENDIX C

                       SAMPLE HYPOTHETICAL ILLUSTRATIONS
              HYPOTHETICAL ILLUSTRATIONS OF CASH SURRENDER VALUES,
                       ACCOUNT VALUES AND DEATH BENEFITS


    The illustrations in this prospectus have been prepared to help show how
values under the Policy change with investment performance. The illustrations on
the following pages illustrate the way in which a Policy's death benefit,
Account Value and Cash Surrender Value could vary over an extended period of
time. These illustrations assume an effective date of May 1, 2000. They assume
that all premiums are allocated to and remain in the Variable Account for the
entire period shown and are based on hypothetical gross annual investment
returns for the Funds (i.e., investment income and capital gains and losses,
realized or unrealized) equivalent to constant gross annual rates of 0%, 6% and
12% over the periods indicated.


    The Account Values and death benefits would be different from those shown if
the gross annual investment rates of return averaged 0%, 6% and 12% over a
period of years, but fluctuated above or below such averages for individual
Policy Years. The values would also be different depending on the allocation of
a Policy's total Account Value among the Sub-Accounts, if the actual rates of
return averaged 0%, 6% or 12%, but the rates of each Fund varied above and below
such averages.


    The amounts shown for the death benefits and Account Values take into
account all charges and deductions imposed under the Policy based on the
assumptions set forth in the tables below. These include the Expense Charges
Applied to Premium, the Daily Risk Percentage charged against the Variable
Account for mortality and expense risks, the Monthly Expense Charge and the
Monthly Cost of Insurance. The Expense Charges Applied to Premium are equal to a
5.25% charge as a sales load and for our federal, state and local tax
obligations and are guaranteed not to exceed 7.25%. The Daily Risk Percentage
charge is an annual effective rate of 0.60% (0.80% from May 1 to May 31, 2000)
for the first 10 Policy Years and 0.20% thereafter and is guaranteed not to
exceed an annual effective rate of 0.90%. The Monthly Expense Charge is $8.00
per month for all Policy Years.



    The amounts shown in the tables also take into account the Funds' advisory
fees and operating expenses, which are assumed to be at an annual rate of 0.86%
of the average daily net assets of each Fund. This is based upon a simple
average of the advisory fees and expenses of all the Funds for the most recent
fiscal year taking into account any applicable expense caps or expense
reimbursement arrangements. Actual fees and expenses of the Funds may be more or
less than 0.86%, will vary from year to year, and will depend upon how Account
Value is allocated among the Sub-Accounts. See the Fund Prospectuses for more
information on Fund expenses. The gross annual rates of investment return of 0%,
6% and 12% correspond to net annual rates of -1.66%, 4.34% and 10.34%, for the
period May 1, 2000 through May 31, 2000 inclusive respectively, -1.46%, 5.54%
and 10.54% respectively during the remainder of the first 10 Policy Years and
- -1.06, 4.94%, and 10.94% respectively, thereafter taking into account the
current Daily Risk Percentage charge and the assumed 0.86% charge for the Funds'
advisory fees and operating expenses; and -1.76%, 4.24% and 10.24%,
respectively, taking into account the guaranteed Daily Risk Percentage charge.


    The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
If, in the future, such charges are made, in order to produce the illustrated
death benefits and Cash Values, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

    The second column of each table shows the amount which would accumulate if
an amount equal to each premium were invested and earned interest, after taxes,
at 5% per year, compounded annually.

    We will furnish upon request a comparable table using any specific set of
circumstances. In addition to a table assuming policy charges at their maximum,
we will furnish a table assuming current policy charges.
<PAGE>

                                    TABLE 1
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                   FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
                      MALE, PREFERRED, AGE 45, NON TOBACCO
                         $250,000 SPECIFIED FACE AMOUNT
                            ANNUAL PREMIUM $3,500.00
                             DEATH BENEFIT OPTION A
                             CURRENT POLICY CHARGES


<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                   HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                                                   NET -1.66%                         NET 4.34%
                           PREMIUMS      -------------------------------   -------------------------------
                          PAID PLUS        CASH                              CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT     DEATH     SURRENDER   ACCOUNT     DEATH
        YEAR               PER YEAR        VALUE      VALUE     BENEFIT      VALUE      VALUE     BENEFIT
- ---------------------   --------------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>              <C>         <C>        <C>        <C>         <C>        <C>
            1                3,675           614       2,549    250,000         789      2,724    250,000
            2                7,534         3,069       5,004    250,000       3,580      5,515    250,000
            3               11,585         5,426       7,361    250,000       6,435      8,370    250,000
            4               15,840         7,703       9,638    250,000       9,374     11,309    250,000
            5               20,307         9,905      11,840    250,000      12,407     14,342    250,000
            6               24,997        12,359      13,971    250,000      15,863     17,475    250,000
            7               29,922        14,745      16,035    250,000      19,429     20,719    250,000
            8               35,093        17,059      18,026    250,000      23,105     24,073    250,000
            9               40,523        19,292      19,937    250,000      26,889     27,534    250,000
           10               46,224        21,434      21,757    250,000      30,773     31,096    250,000
           11               52,210        23,537      23,537    250,000      34,856     34,856    250,000
           12               58,495        25,163      25,163    250,000      38,682     38,682    250,000
           13               65,095        26,607      26,607    250,000      42,551     42,551    250,000
           14               72,025        27,859      27,859    250,000      46,462     46,462    250,000
           15               79,301        28,907      28,907    250,000      50,410     50,410    250,000
           16               86,941        30,531      30,531    250,000      55,122     55,122    250,000
           17               94,963        32,003      32,003    250,000      59,964     59,964    250,000
           18              103,387        33,310      33,310    250,000      64,938     64,938    250,000
           19              112,231        34,443      34,443    250,000      70,047     70,047    250,000
           20              121,517        35,386      35,386    250,000      75,292     75,292    250,000
       Age 60               79,301        28,907      28,907    250,000      50,410     50,410    250,000
       Age 65              121,517        35,386      35,386    250,000      75,292     75,292    250,000
       Age 70              175,397        36,544      36,544    250,000     103,631    103,631    250,000
       Age 75              244,163        29,030      29,030    250,000     135,981    135,981    250,000

<CAPTION>
                              HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                                 NET 10.34%
                       -------------------------------
                         CASH
       POLICY          SURRENDER   ACCOUNT     DEATH
        YEAR             VALUE      VALUE     BENEFIT
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
            1               966      2,901    250,000
            2             4,114      6,049    250,000
            3             7,530      9,465    250,000
            4            11,263     13,198    250,000
            5            15,351     17,286    250,000
            6            20,161     21,773    250,000
            7            25,417     26,707    250,000
            8            31,164     32,131    250,000
            9            37,448     38,093    250,000
           10            44,321     44,643    250,000
           11            51,995     51,995    250,000
           12            60,062     60,062    250,000
           13            68,911     68,911    250,000
           14            78,636     78,636    250,000
           15            89,348     89,348    250,000
           16           101,764    101,764    250,000
           17           115,519    115,519    250,000
           18           130,780    130,780    250,000
           19           147,739    147,739    250,000
           20           166,620    166,620    250,000
       Age 60            89,348     89,348    250,000
       Age 65           166,620    166,620    250,000
       Age 70           298,357    298,357    346,094
       Age 75           518,267    518,267    554,546
</TABLE>



(1) Assumes a $3,500.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency or
    in different amounts.



(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient Policy Value.



    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      C-2
<PAGE>

                                    TABLE 2
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                   FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
                      MALE, PREFERRED, AGE 55, NON TOBACCO
                         $250,000 SPECIFIED FACE AMOUNT
                            ANNUAL PREMIUM $5,675.00
                             DEATH BENEFIT OPTION A
                             CURRENT POLICY CHARGES


<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                   HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                                                   NET -1.66%                         NET 4.34%
                           PREMIUMS      -------------------------------   -------------------------------
                          PAID PLUS        CASH                              CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT     DEATH     SURRENDER   ACCOUNT     DEATH
        YEAR               PER YEAR        VALUE      VALUE     BENEFIT      VALUE      VALUE     BENEFIT
- ---------------------   --------------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>              <C>         <C>        <C>        <C>         <C>        <C>
            1                5,959         1,203       4,016    250,000       1,485      4,297    250,000
            2               12,215         5,078       7,890    250,000       5,894      8,706    250,000
            3               18,785         8,810      11,622    250,000      10,419     13,231    250,000
            4               25,683        12,386      15,198    250,000      15,051     17,863    250,000
            5               32,926        15,802      18,614    250,000      19,791     22,604    250,000
            6               40,531        19,527      21,870    250,000      25,115     27,459    250,000
            7               48,516        23,072      24,947    250,000      30,541     32,416    250,000
            8               56,901        26,429      27,836    250,000      36,068     37,474    250,000
            9               65,705        29,581      30,519    250,000      41,686     42,624    250,000
           10               74,949        32,485      32,953    250,000      47,363     47,832    250,000
           11               84,655        35,224      35,224    250,000      53,256     53,256    250,000
           12               94,846        37,284      37,284    250,000      58,818     58,818    250,000
           13              105,547        39,076      39,076    250,000      64,483     64,483    250,000
           14              116,783        40,559      40,559    250,000      70,232     70,232    250,000
           15              128,581        41,680      41,680    250,000      76,039     76,039    250,000
           16              140,969        43,113      43,113    250,000      82,503     82,503    250,000
           17              153,976        44,199      44,199    250,000      89,107     89,107    250,000
           18              167,634        44,913      44,913    250,000      95,864     95,864    250,000
           19              181,974        45,218      45,218    250,000     102,785    102,785    250,000
           20              197,032        45,068      45,068    250,000     109,881    109,881    250,000
       Age 60               32,926        15,802      18,614    250,000      19,791     22,604    250,000
       Age 65               74,949        32,485      32,953    250,000      47,363     47,832    250,000
       Age 70              128,581        41,680      41,680    250,000      76,039     76,039    250,000
       Age 75              197,032        45,068      45,068    250,000     109,881    109,881    250,000

<CAPTION>
                              HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                                 NET 10.34%
                       -------------------------------
                         CASH
       POLICY          SURRENDER   ACCOUNT     DEATH
        YEAR             VALUE      VALUE     BENEFIT
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
            1             1,767      4,579    250,000
            2             6,746      9,558    250,000
            3            12,167     14,979    250,000
            4            18,066     20,878    250,000
            5            24,493     27,305    250,000
            6            31,980     34,324    250,000
            7            40,111     41,986    250,000
            8            48,954     50,360    250,000
            9            58,586     59,523    250,000
           10            69,070     69,539    250,000
           11            80,767     80,767    250,000
           12            93,205     93,205    250,000
           13           106,983    106,983    250,000
           14           122,277    122,277    250,000
           15           139,298    139,298    250,000
           16           158,680    158,680    250,000
           17           180,393    180,393    250,000
           18           204,815    204,815    250,000
           19           232,392    232,392    253,307
           20           263,245    263,245    281,672
       Age 60            24,493     27,305    250,000
       Age 65            69,070     69,539    250,000
       Age 70           139,298    139,298    250,000
       Age 75           263,245    263,245    281,672
</TABLE>



(1) Assumes a $5,675.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency or
    in different amounts.



(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient Policy Value.



    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      C-3
<PAGE>

                                    TABLE 3
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                   FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
                            MALE, PREFERRED, AGE 45
                         $250,000 SPECIFIED FACE AMOUNT
                            ANNUAL PREMIUM $3,500.00
                             DEATH BENEFIT OPTION A
                           GUARANTEED POLICY CHARGES


<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                   HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                                                   NET -1.74%                         NET 4.24%
                           PREMIUMS      -------------------------------   -------------------------------
                          PAID PLUS        CASH                              CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT     DEATH     SURRENDER   ACCOUNT     DEATH
        YEAR               PER YEAR        VALUE      VALUE     BENEFIT      VALUE      VALUE     BENEFIT
- ---------------------   --------------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>              <C>         <C>        <C>        <C>         <C>        <C>
            1                3,675           348       2,283    250,000        514       2,449    250,000
            2                7,534         2,533       4,468    250,000      3,007       4,942    250,000
            3               11,585         4,618       6,553    250,000      5,544       7,479    250,000
            4               15,840         6,600       8,535    250,000      8,123      10,058    250,000
            5               20,307         8,472      10,407    250,000     10,737      12,672    250,000
            6               24,997        10,556      12,169    250,000     13,709      15,321    250,000
            7               29,922        12,515      13,805    250,000     16,702      17,992    250,000
            8               35,093        14,335      15,303    250,000     19,704      20,672    250,000
            9               40,523        16,007      16,652    250,000     22,704      23,349    250,000
           10               46,224        17,512      17,835    250,000     25,685      26,008    250,000
           11               52,210        18,836      18,836    250,000     28,631      28,631    250,000
           12               58,495        19,644      19,644    250,000     31,206      31,206    250,000
           13               65,095        20,250      20,250    250,000     33,723      33,723    250,000
           14               72,025        20,640      20,640    250,000     36,168      36,168    250,000
           15               79,301        20,791      20,791    250,000     38,517      38,517    250,000
           16               86,941        20,676      20,676    250,000     40,744      40,744    250,000
           17               94,963        20,266      20,266    250,000     42,817      42,817    250,000
           18              103,387        19,521      19,521    250,000     44,697      44,697    250,000
           19              112,231        18,392      18,392    250,000     46,336      46,336    250,000
           20              121,517        16,824      16,824    250,000     47,677      47,677    250,000
       Age 60               79,301        20,791      20,791    250,000     38,517      38,517    250,000
       Age 65              121,517        16,824      16,824    250,000     47,677      47,677    250,000
       Age 70              175,397           471         471    250,000     47,900      47,900    250,000
       Age 75              244,163            --          --         --     26,995      26,995    250,000

<CAPTION>
                              HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                                 NET 10.24%
                       -------------------------------
                         CASH
       POLICY          SURRENDER   ACCOUNT     DEATH
        YEAR             VALUE      VALUE     BENEFIT
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
            1               680      2,615    250,000
            2             3,502      5,437    250,000
            3             6,551      8,486    250,000
            4             9,847     11,782    250,000
            5            13,410     15,345    250,000
            6            17,587     19,200    250,000
            7            22,075     23,365    250,000
            8            26,894     27,862    250,000
            9            32,072     32,717    250,000
           10            37,632     37,955    250,000
           11            43,609     43,609    250,000
           12            49,718     49,718    250,000
           13            56,333     56,333    250,000
           14            63,510     63,510    250,000
           15            71,304     71,304    250,000
           16            79,781     79,781    250,000
           17            89,018     89,018    250,000
           18            99,102     99,102    250,000
           19           110,133    110,133    250,000
           20           122,234    122,234    250,000
       Age 60            71,304     71,304    250,000
       Age 65           122,234    122,234    250,000
       Age 70           205,731    205,731    250,000
       Age 75           348,446    348,446    372,837
</TABLE>



(1) Assumes a $3,500.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency or
    in different amounts.



(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient Policy Value.



    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      C-4
<PAGE>

                                    TABLE 4
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                   FUTURITY VARIABLE UNIVERSAL LIFE INSURANCE
                      MALE, PREFERRED, AGE 55, NON TOBACCO
                         $250,000 SPECIFIED FACE AMOUNT
                            ANNUAL PREMIUM $5,675.00
                             DEATH BENEFIT OPTION A
                           GUARANTEED POLICY CHARGES


<TABLE>
<CAPTION>
                                                 HYPOTHETICAL 0%                   HYPOTHETICAL 6%
                                             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                                                   NET -1.74%                         NET 4.24%
                           PREMIUMS      -------------------------------   -------------------------------
                          PAID PLUS        CASH                              CASH
       POLICY           INTEREST AT 5%   SURRENDER   ACCOUNT     DEATH     SURRENDER   ACCOUNT     DEATH
        YEAR               PER YEAR        VALUE      VALUE     BENEFIT      VALUE      VALUE     BENEFIT
- ---------------------   --------------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>              <C>         <C>        <C>        <C>         <C>        <C>
            1                5,959           363       3,175    250,000        614       3,427    250,000
            2               12,215         3,312       6,124    250,000      4,014       6,826    250,000
            3               18,785         6,029       8,842    250,000      7,378      10,190    250,000
            4               25,683         8,506      11,318    250,000     10,693      13,506    250,000
            5               32,926        10,719      13,532    250,000     13,936      16,748    250,000
            6               40,531        13,118      15,461    250,000     17,549      19,893    250,000
            7               48,516        15,205      17,080    250,000     21,034      22,909    250,000
            8               56,901        16,949      18,355    250,000     24,352      25,758    250,000
            9               65,705        18,306      19,244    250,000     27,454      28,392    250,000
           10               74,949        19,227      19,696    250,000     30,287      30,755    250,000
           11               84,655        19,669      19,669    250,000     32,797      32,797    250,000
           12               94,846        19,123      19,123    250,000     34,468      34,468    250,000
           13              105,547        18,011      18,011    250,000     35,712      35,712    250,000
           14              116,783        16,281      16,281    250,000     36,466      36,466    250,000
           15              128,581        13,861      13,861    250,000     36,645      36,645    250,000
           16              140,969        10,639      10,639    250,000     36,125      36,125    250,000
           17              153,976         6,330       6,330    250,000     34,618      34,618    250,000
           18              167,634         1,031       1,031    250,000     32,172      32,172    250,000
           19              181,974            --          --         --     28,402      28,402    250,000
           20              197,032            --          --         --     23,009      23,009    250,000
       Age 60               32,926        10,719      13,532    250,000     13,936      16,748    250,000
       Age 65               74,949        19,227      19,696    250,000     30,287      30,755    250,000
       Age 70              128,581        13,861      13,861    250,000     36,645      36,645    250,000
       Age 75              197,032            --          --         --     23,009      23,009    250,000

<CAPTION>
                              HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                                 NET 10.24%
                       -------------------------------
                         CASH
       POLICY          SURRENDER   ACCOUNT     DEATH
        YEAR             VALUE      VALUE     BENEFIT
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
            1               867      3,680    250,000
            2             4,749      7,561    250,000
            3             8,849     11,662    250,000
            4            13,183     15,995    250,000
            5            17,756     20,569    250,000
            6            23,048     25,391    250,000
            7            28,596     30,471    250,000
            8            34,408     35,815    250,000
            9            40,485     41,423    250,000
           10            46,830     47,299    250,000
           11            53,458     53,458    250,000
           12            59,931     59,931    250,000
           13            66,753     66,753    250,000
           14            73,971     73,971    250,000
           15            81,637     81,637    250,000
           16            89,793     89,793    250,000
           17            98,395     98,395    250,000
           18           107,688    107,688    250,000
           19           117,667    117,667    250,000
           20           128,465    128,465    250,000
       Age 60            17,756     20,569    250,000
       Age 65            46,830     47,299    250,000
       Age 70            81,637     81,637    250,000
       Age 75           128,465    128,465    250,000
</TABLE>



(1) Assumes a $5,675.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency or
    in different amounts.



(2) Assumes that no policy loans have been made. Excessive loans or partial
    surrenders may cause this Policy to lapse due to insufficient Policy Value.



    THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND
SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY
OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THE CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY LOANS OR PARTIAL
SURRENDERS WERE MADE. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL
INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      C-5
<PAGE>
    You can review and copy the complete registration statement which contains
additional information about us, the Policy and the Variable Account at the
SEC's Public Reference Room in Washington, D.C. To find out more about this
public service, call the SEC at 1-800-SEC-0330. Reports and other information
about the Policy and its mutual fund investment options are also available on
the SEC's website (www.sec.gov), or you can receive copies of this information,
for a fee, by writing the Public Reference Section, Securities and Exchange
Commission, Washington, D.C. 20549-6009.

                    Investment Company Act File No. 811-9137
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>

                                     PART II

                           UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                    REPRESENTATION OF REASONABLENESS OF FEES

     Sun Life Assurance Company of Canada (U.S.) ("Sun Life of Canada (U.S.)")
hereby represents that the aggregate fees and charges under the Policy are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Sun Life of Canada (U.S.).

                         UNDERTAKING ON INDEMNIFICATION

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
depositor pursuant to its certificate of incorporation, bylaws, or otherwise,
the depositor 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 the
depositor of expenses incurred or paid by a director, officer or controlling
person of the depositor 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, the depositor will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the act and will
be governed by the final adjudication of such issue.

<PAGE>

                          CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following papers and documents:

          The facing sheet.

          The prospectuses consisting of 125 pages.

          The undertaking to file reports.

          Representation of reasonableness of fees.

          The Rule 484 undertaking.

          The signatures.

          Written consents of the following persons:

               Roy P. Creedon, Esq. (Exhibit 2)
               Georges C. Rouhart, FSA, MAAA (Exhibit 6)
               Deloitte & Touche LLP (Exhibit 7)

          The following exhibits:

1.   Copies of all exhibits required by paragraph A of instructions for Exhibits
     to Form N-8B-2:

     (1)(a)    Resolutions of the Board of Directors of Sun Life Assurance
               Company of Canada (U.S.), dated October 29, 1998, authorizing
               the establishment of one or more separate accounts*

     (1)(b)    Record of Action, dated December 1, 1998, authorizing the
               establishment of Sun Life of Canada (U.S.) Variable Account I*

     (1)(c)    Record of Action, dated March 30, 1999, relating to the
               establishment of Sun Life of Canada (U.S.) Variable Account I**

     (2)  Not applicable

     (3)(a)    Form of Marketing Coordination Agreement*****

     (3)(b)    Specimen Sales Operations and General Agent Agreement*****

     (3)(c)    Schedule of Sales Commissions*****

     (4)       Not applicable


     (5)(a)    Form of Flexible Premium Combination Fixed and Variable Life
               Insurance Policy******


     (5)(b)    Form of Accelerated Benefits Rider**

     (5)(c)    Form of Accidental Death Benefit Rider**

     (5)(d)    Form of Payment of Stipulated Amount Rider**

                               II-2
<PAGE>

   (5)(e)      Form of Waiver of Monthly Deductions Rider**

   (6)(a)      Certificate of Incorporation of Sun Life of Canada (U.S.)***

   (6)(b)      Bylaws of Sun Life of Canada (U.S.)***

   (7)         Not applicable

   (8)(a)(i)   Form of Participation Agreement by and among AIM Variable
               Insurance Funds, Inc., AIM Distributors, Inc., Sun Life Assurance
               Company of Canada (U.S.), and Clarendon Insurance Agency, Inc.**

   (8)(a)(ii)  Amendment No. 1 to Participation Agreement by and among AIM
               Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun Life
               Assurance Company of Canada (U.S.), and Clarendon Insurance
               Agency, Inc.**

   (8)(a)(iii) Amendment No. 2 to Participation Agreement by and among AIM
               Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun Life
               Assurance Company of Canada (U.S.), and Clarendon Insurance
               Agency, Inc.**

   (8)(b)      Form of Participation Agreement by and among The Alger American
               Fund, Sun Life Assurance Company of Canada (U.S.), and Fred Alger
               and Company, Incorporated**

   (8)(c)      Form of Participation Agreement by and among Goldman Sachs
               Variable Insurance Trust, Goldman, Sachs & Co., and Sun Life
               Assurance Company of Canada (U.S.)**

   (8)(d)      Form of Participation Agreement by and among MFS/Sun Life Series
               Trust, Sun Life Assurance Company of Canada (U.S.), and
               Massachusetts Financial Services Company**

   (8)(e)      Form of Participation Agreement by and among Sun Life Assurance
               Company of Canada (U.S.), OCC Accumulation Trust, and OCC
               Distributors**

   (8)(f)      Form of Participation Agreement by and among Sun Life Assurance
               Company of Canada (U.S.), Sun Capital Advisers Trust, and Sun
               Capital Advisers, Inc.*****

   (9)         Not applicable

   (10)        Form of Application for Flexible Premium Combination Fixed and
               Variable Life Insurance Policy*****

   (11)        Memorandum describing Sun Life of Canada (U.S.)'s Issuance,
               Transfer and Redemption Procedures

2.    Opinion and Consent of Counsel as to the Legality of the Securities Being
      Registered

3.    None

4.    Not applicable

5.    Not applicable

6.    Opinion and Consent of Georges C. Rouhart, FSA, MAAA

7.    Consent of Deloitte & Touche LLP, Independent Public Accountants

8.(a) Powers of Attorney******
8.(b) Power of Attorney for William W. Stinson filed herewith
__________

*      Incorporated herein by reference to the Registration Statement of Sun
       Life of Canada (U.S.) Variable Account I on Form S-6, File
       No. 333-68601, filed with the Securities and Exchange Commission on
       December 9, 1998

**     Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
       Registration Statement of Sun Life of Canada (U.S.) Variable Account I on
       Form S-6, File No. 333-68601, filed with the Securities and Exchange
       Commission on April 27, 1999

***    Incorporated by reference to the Registration Statement of Sun Life of
       Canada (U.S.) Variable Account F on Form N-4, File No. 333-37907, filed
       with the Securities and Exchange Commission on October 14, 1997

****   Incorporated herein by reference to Post-Effective Amendment No. 1 to
       the Registration Statement of Sun Life of Canada (U.S.) Variable
       Account I on Form S-6, File No. 333-68601, filed with the Securities and
       Exchange Commission on August 12, 1999.

*****  Incorporated by reference to Pre-Effective Amendment No. 1 to the
       Registration Statement of Sun Life of Canada (U.S.) Variable Account I on
       Form S-6, File No. 333-94359, filed with the Securities and Exchange
       Commission on March 31, 2000.

****** Incorporated by reference to the Registration Statement of Sun Life
       of Canada (U.S.) Variable Account I on Form S-6, File No. 333-94359,
       filed with the Securities and Exchange Commission on January 10, 2000.


                                     II-3


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it meets all of the requirements for effectiveness
of this registration statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized, and attested, all
in the town of Wellesley, and the Commonwealth of Massachusetts on the 25th
day of April, 2000.

                               SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT I
                               (Registrant)


                               By:  SUN LIFE ASSURANCE COMPANY OF
                                    CANADA (U.S.)
                                    (Depositor)


                               By:  /s/ James A. McNulty, III
                                    ------------------------------------
                                    James A. McNulty, III, President

Attest:   /s/ Ellen B. King
          ------------------------
          Ellen B. King, Secretary

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons and in the
capacities and on the dates indicated.

<TABLE>
<S>                           <C>                                           <C>
/s/ James A. McNulty, III     President and Director
- ---------------------------   (Principal Executive Officer)                 April 25, 2000
    James A. McNulty, III


/s/ Davey Scoon               Vice President, Finance and Treasurer
- ---------------------------   (Principal Financial & Accounting Officer)    April 25, 2000
    Davey Scoon


*/s/ Donald A. Stewart        Chairman and Director
- ----------------------------
     Donald A. Stewart


*/s/ C. James Prieur          Vice Chairman and Director
- ----------------------------
     C. James Prieur

*/s/ Richard B. Bailey        Director
- ----------------------------
     Richard B. Bailey


*/s/ Gregory W. Gee           Director
- ----------------------------
     Gregory W. Gee


*/s/ David D. Horn            Director
- ----------------------------
     David D. Horn


*/s/ Angus A. MacNaughton     Director
- ----------------------------
     Angus A. MacNaughton


*/s/ S. Caesar Raboy          Director
- ----------------------------
     S. Caesar Raboy


**/s/ William W. Stinson      Director
- ----------------------------
      William W. Stinson
</TABLE>


By:   /s/ Ellen B. King
      -------------------------------                       April 25, 2000
      Ellen B. King, Attorney-in-Fact

*    By Ellen B. King pursuant to Powers of Attorney filed with the Registration
     Statement of Sun Life of Canada (U.S.) Variable Account I on form S-6,
     File No. 333-94359 filed with the Securities and Exchange Commission on
     January 10, 2000.

**   By Ellen B. King pursuant to Power of Attorney filed with this Registration
     Statement.


                                   II-4
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.

1.A(1)(a)      Resolution of the Board of Directors of Sun Life Assurance
               Company of Canada (U.S.), dated October 29, 1998, authorizing
               the establishment of one or more separate accounts*

1.A(1)(b)      Record of Action, dated December 1, 1998, authorizing the
               establishment of Sun Life of Canada (U.S.) Variable Account I*

1.A(1)(c)      Record of Action, dated March 30, 1999, relating to the
               establishment of Sun Life of Canada (U.S.) Variable Account I*

1.A(3)(a)      Form of Marketing Coordination Agreement*

1.A(3)(b)      Specimen Sales Operations and General Agent Agreement*

1.A(3)(c)      Schedule of Sales Commissions*

1.A(5)(a)      Form of Flexible Premium Combination Fixed and Variable Life
               Insurance Policy*
1.A(5)(b)      Form of Accelerated Benefits Rider*

1.A(5)(c)      Form of Accidental Death Benefit Rider*

1.A(5)(d)      Form of Payment of Stipulated Amount Rider*

1.A(5)(e)      Form of Waiver of Monthly Deductions Rider*


1.A(6)(a)      Certificate of Incorporation of Sun Life Assurance Company of
               Canada (U.S.)*

1.A(6)(b)      Bylaws of Sun Life Assurance Company of Canada (U.S.)*


1.A(8)(a)(i)   Form of Participation Agreement by and among AIM Variable
               Insurance Funds, Inc., AIM Distributors, Inc., Sun Life
               Assurance Company of Canada (U.S.), and Clarendon Insurance
               Agency, Inc.*

1.A(8)(a)(ii)  Amendment No. 1 to Participation Agreement by and among AIM
               Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun
               Life Assurance Company of Canada (U.S.), and Clarendon
               Insurance Agency, Inc.*

1.A(8)(a)(iii) Amendment No. 2 to Participation Agreement by and among AIM
               Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun
               Life Assurance Company of Canada (U.S.), and Clarendon
               Insurance Agency, Inc.*

1.A(8)(b)      Form of Participation Agreement by and among The Alger American
               Fund, Sun Life Assurance Company of Canada (U.S.), and Fred Alger
               and Company, Incorporated*

1.A(8)(c)      Form of Participation Agreement by and among Goldman Sachs
               Variable Insurance Trust, Goldman, Sachs & Co., and Sun Life
               Assurance Company of Canada (U.S.)*

1.A(8)(d)      Form of Participation Agreement by and among MFS/Sun Life Series
               Trust, Sun Life Assurance Company of Canada (U.S.), and
               Massachusetts Financial Services Company*

1.A(8)(e)      Form of Participation Agreement by and among Sun Life Assurance
               Company of Canada (U.S.), OCC Accumulation Trust, and OCC
               Distributors*

1.A(8)(f)      Form of Participation Agreement by and among Sun Life Assurance
               Company of Canada (U.S.), Sun Capital Advisers Trust, and Sun
               Capital Advisers, Inc.*

1.A(10)        Form of Application for Flexible Premium Combination Fixed and
               Variable Life Insurance Policy*

1.A(11)        Memorandum describing Sun Life Assurance Company of Canada
               (U.S.)'s Issuance, Transfer and Redemption Procedures

2.             Opinion and Consent of Counsel as to the Legality of the
               Securities Being Registered

6.             Opinion and Consent of Georges Rouhart, FSA, MAAA

7.             Consent of Deloitte & Touche LLP, Independent Public Accountants

8.(a)          Powers of Attorney*

8.(b)          Power of Attorney for William W. Stinson

- --------------
*             Incorporated herein by reference.


<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)


This document sets forth the administrative procedures that will be followed by
Sun Life Assurance Company of Canada (U.S.). (the "Company," or "we"), in
connection with the issuance of a Flexible Premium Variable Universal Life
Insurance Policy, (the "Policy"), the transfer of assets held thereunder, and
the redemption by Owners of their interests in such Policy.

I.    PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES

A.    APPLICATION, UNDERWRITING AND INITIAL PREMIUM PROCESSING

To purchase a Policy, an application must be submitted to our Principal Office
so that we may follow certain underwriting procedures designed to determine the
insurability of the proposed Insured. We offer the Policy on a regular (medical)
underwriting basis and may require medical examinations and further information
before the proposed application is approved. Proposed Insureds must be
acceptable risks based on our underwriting limits and standards. A policy cannot
be issued until the underwriting process has been completed to our satisfaction
and we reserve the right to reject an application that does not meet our
underwriting requirements or to "rate" an insured as a substandard risk, which
will result in the charging of increased Monthly Cost of Insurance charges
and/or flat extra charges.

The applicant must specify certain information in the application including the
Specified Face Amount, the death benefit option and supplemental benefits.

The Specified Face Amount must not be below the Minimum Specified Face Amount,
which is $100,000.

The Policy must satisfy the Guideline Premium compliance test in order to
qualify as life insurance under section 7702 of the Internal Revenue Code. Under
the Guideline Premium compliance test the premiums paid may not exceed the
guideline premiums specified by section 7702 of the Internal Revenue Code. In
addition, the Policy's death benefit may not be less than the Account Value
multiplied by the applicable Death Benefit Percentage specified by section 7702
of the Internal Revenue Code.

The Policy provides the following two death benefit options:

Option A - Specified Face Amount. The death benefit is the greater of the
Specified Face Amount or the Account Value multiplied by the applicable Death
Benefit Percentage.

Option B - Specified Face Amount plus Account Value. The death benefit is the
greater of the Specified Face Amount plus the Account Value, or the Account
Value multiplied by the applicable Death Benefit Percentage.


                                        1                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

Prior to the Policy Date, any payments received are not premiums for the policy
and will be held in the Company's General Account. The Company may offer a
Temporary Insurance Agreement to the owner on the life of the Insured subject to
our conditions and limitations. The Temporary Insurance Agreement provides
coverage up to 90 days. However, this coverage will not extend beyond the
effective date of the Policy if earlier than the end of the 90-day period.
Coverage will not exceed the lesser of the specified face amount being applied
for and $2,000,000. If the Temporary Insurance Agreement terminates prior to the
issuance of the Policy the total amount of the advance payment will be refunded.
Upon approval of the application, the Policy on the life of the Insured will be
issued. The initial premium is due and payable as of the Issue Date. If a
Temporary Insurance Agreement is in effect when the Policy is issued, any such
advance payment will be credited toward the initial premium for the Policy that
has been issued. The effective date of coverage for the Policy will be the date
the initial premium is received at our Principal Office. If an application is
not approved, any advance payment received for a Temporary Insurance Agreement
will be returned promptly.

During the Free Look period for a Policy, the Company will allocate the net
premiums received to the Sun Capital Money Market Fund or the fixed account
investment option. Upon expiration of this period, the account value, as so
allocated, will be transferred, as applicable to the sub-accounts of the
variable account and to the Fixed Account in accordance with the Owner's
allocation instructions.

The Company's customary practice is to mail Policies directly to the sales
office that submitted the case, for delivery by the sales representative to the
Owner. For cases where a payment is submitted at the time of application, the
Company has established an administrative procedure for purposes of calculating
the Free Look ("Right of Return") period for a Policy. That administrative
procedure adds 5 days to the date when the Company mails the Policy to the sales
office. This date is used to mark the start of the Right of Return period as
defined by applicable state insurance law. At the expiration of that period, the
Company will automatically transfer the account value into the sub-accounts
designated by the Owner, without any action being required of the Owner. A
similar procedure is in place for cases where no payment is submitted at the
time of application, but the first premium is paid at the point of policy
delivery. In these cases, the date used to mark the start of the Right of Return
period is the date the premium is received by the Company at its Principal
Office and applied to the Policy.

B.    PREMIUM PAYMENTS

The initial premium is an amount specified for each Policy based on the
requested Specified Face Amount, issue age, sex, and class of the Insured, and
any supplemental benefits requested. Coverage under the Policy does not exist
until we have received the initial premium at the Company's Principal Office.
The initial premium for the Policy will not be the same for all owners of
Policies.


                                        2                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

All premium payments are payable to the Company, at our Principal Office. The
Owner is not required to make premium payments according to a fixed schedule,
but may select a planned periodic premium amount and corresponding billing
period, subject to our Premium limits. The billing period must be annual,
semi-annual, quarterly or by pre-authorized check on a monthly basis. We will
send a billing notice for the annual, semi-annual and quarterly planned periodic
premium at the beginning of each billing period. However, the Owner is not
required to pay the planned periodic premium; he or she may increase or decrease
premium payments, subject to our limits, and may skip a planned premium payment
or make unscheduled payments. If premium payments are being made by
pre-authorized check, skipping payments may result in a billing period change to
quarterly. The Owner may change the planned premium amount or billing period,
subject to our approval. The payment of a planned periodic premium may not be
sufficient to keep the Policy in force, and the Owner may need to change the
planned periodic premium payment amount and/or the corresponding billing period
or make additional payments in order to prevent termination of the Policy.

The Company reserves the right to limit the number of premium payments we accept
on an annual basis on each Policy. No premium payment may be less than $50
without our consent, although we will accept a smaller premium payment if it is
necessary to keep a Policy in force. We reserve the right not to accept a
premium payment that causes the death benefit to increase by an amount that
exceeds the premium received. Evidence of the Insured's insurability
satisfactory to us may be required before we accept such a premium.

The Company will not accept premium payments, which would cause the Policy to
fail to qualify as life insurance under section 7702 of the Internal Revenue
Code, or any successor provision. The maximum premium limit for each policy year
is the largest premium that can be paid such that the sum of all premiums paid
will not exceed the guideline premium limitations of section 7702 of the
Internal Revenue Code, or any successor provision. If a premium is made in
excess of these limits, we will accept only that portion of the premium within
those limits, and will refund the remainder. The portion accepted will be
applied in accordance with the allocation percentages.

A Policy will remain in force as long as the Cash Surrender Value is sufficient
to cover the Policy deductions. However, during the first five policy years the
Policy will remain in force if the sum of premiums paid less any partial
surrender less the policy debt is equal or greater than the cumulative minimum
monthly premiums. Thus, the amount of a premium, if any, that must be paid to
keep the Policy in force depends upon the Cash Surrender Account Value of the
Policy and the Minimum Monthly Premium applicable to each policy month of the
Policy. The Account Value, and therefore the Cash Surrender Value, depends on
such factors as the premiums paid, the investment experience of the
sub-accounts, the interest rate credited to the Fixed Account, the monthly cost
of insurance, the monthly expense charge and the mortality and expense risk


                                        3                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

charge. The rate utilized in computing the cost of insurance will not be the
same for each Insured. The reason for this is that the principle of pooling and
distribution of mortality risks is based on the assumption that each Insured
incurs an insurance rate commensurate with his or her mortality risk which is
actuarially determined based on such factors as issue age, attained age, sex,
and risk class. Accordingly, while not all Insureds will be subject to the same
cost of insurance rate, there will be a single rate for all Insureds in a given
actuarial category.

Current cost of insurance rates will be determined by the Company based upon
expectations of future experience with respect to mortality costs, persistency,
interest rates, expenses and taxes. The costs of insurance rates are guaranteed
not to exceed rates based on the 1980 CSO Mortality Tables. The Policies will be
offered and sold pursuant to established standards in accordance with state
insurance laws.

The interest rate credited to the Fixed Account Value is guaranteed to be 3.00%
annual effective rate. Interest in excess of the guaranteed rate may be applied
in the calculation of the Fixed Account Value at such increased rates and in
such manner as we may determine, based on our expectations of future interest,
mortality costs, persistency, expenses and taxes.

II.   REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

Set forth below is a summary of the principal policy provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a redemption transaction. The summary shows that because of the
insurance nature of the Policies, the procedures involved necessarily differ in
certain significant respects from the redemption procedures for mutual funds and
contractual plans.

A.    SURRENDERS AND PARTIAL SURRENDERS

The Owner may surrender the Policy for the Cash Surrender Value at any time by
sending a written request, in a form satisfactory to us, to our Principal
Office. The amount available for surrender is the Cash Surrender Value at the
end of the valuation period during which the surrender request is received in
our Principal Office. The Cash Surrender Value is the Account Value, decreased
by any Surrender Charges, and decreased by any Policy Debt. Coverage under a
Policy terminates as of the date of surrender.

The Owner may make a Partial Surrender of the Policy once each policy year after
the first policy year. The maximum Partial Surrender in the first 10 policy
years is 20% of the Cash Surrender Value, and after year 10 it is the amount of
the Cash Surrender Value. The minimum Partial Surrender is $200. The Specified
Face Amount will be reduced to the extent necessary so that the death benefit
less the Account Value immediately after the Partial Surrender does not exceed
the death benefit less the Account Value immediately before the Partial
Surrender. The


                                        4                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

Specified Face Amount remaining in force after a Partial Surrender must not be
lower than the Minimum Specified Face Amount which is generally $100,000.

The Owner may allocate the Partial Surrender amount to the sub-accounts of the
Variable Account and the Fixed Account. If the allocation is not specified, then
the Partial Surrender will be allocated in proportion to the amounts in the
Sub-Account and the Fixed Account Value in excess of the Policy Debt bear to the
Account Value in excess of the Policy Debt.

Amounts payable from the Variable Account upon a Surrender or Partial Surrender
will ordinarily be paid within seven days of receipt of a written request in a
form satisfactory to us, at our Principal Office, and any additional
requirements deemed necessary by the state and federal governments.

B.    CHANGES IN SPECIFIED FACE AMOUNT

After the end of the first policy year the Owner may change the Specified Face
Amount. The Owner must send a written request in a form satisfactory to us, for
a change to our Principal Office. The effective date of coverage for changes in
Specified Face Amount is:

         -   For any increase in coverage, the next policy anniversary follows
             the date we approve the supplemental application for such increase,
             and
         -   For any decrease in coverage, the Monthly Anniversary Day that
             falls on or next follows the date we receive the request.

The Specified Face Amount may not decrease to less than the Minimum Specified
Face Amount, which is $100,000 and is specified in the Policy. A decrease is the
Specified Face Amount will cause a Partial Surrender Charge to be deducted form
the Account Value. A decrease in the Specified Face Amount will be applied to
the initial Specified Face Amount and to each increase in Specified Face Amount
in the following order:

         -   First, to the most recent increase;
         -   Second, to the next most recent increase in reverse chronological
             order; and
         -   Finally, to the initial Specified Face Amount.

An increase in the Specified Face Amount is subject to our underwriting rules in
effect at the time of the increase. The Owner may be required to submit evidence
of the Insured's insurability satisfactory to us.


                                        5                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

C.    CHANGES IN DEATH BENEFIT OPTION

After the end of the first policy year the Owner may change the Death Benefit
Option on the Policy. Requests for a change in death benefit option must be made
in writing, in a form satisfactory to us, and submitted to our Principal Office.
Changes in the death benefit option are subject to our underwriting rules in
effect at the time of the change. The effective date of the change will be the
Policy Anniversary on or next following the date of receipt of the request.

If the Death Benefit Option change is from Option A to Option B, the Specified
Face Amount will be reduced by the Account Value. If the Death Benefit Option
change is from Option B to Option A, the Specified Face Amount will be increased
by the Account Value. In both cases, the amount of the Death Benefit at the time
of change will not be altered, but the change in Death Benefit Option will
affect the amount of the Death Benefit from that point on.

D.    DEATH CLAIMS

While the Policy remains in force the Company ordinarily will pay a death
benefit to the named beneficiary of record, subject to the rights of any
assignment, in accordance with the designated death benefit option within seven
days after receipt in its Principal Office of due proof of death of the Insured.
Payment of death benefits may be postponed under certain circumstances. By
example, an investigation may be warranted to verify the validity of the claim,
to resolve unclear beneficiary arrangements, or to investigate a death occurring
during the contestability period. Also, the New York Stock Exchange being closed
for reasons other than customary weekend and holiday closings may impact the
ability to pay a death benefit within seven days.

Unless otherwise specified, the proceeds will be divided equally among all
primary Beneficiaries who survive the Insured. If no primary Beneficiary
survives the Insured, then the proceeds will be divided equally among all
contingent Beneficiaries. If no Beneficiary (primary or contingent) is living,
then the proceeds will be paid to the Insured's estate.

The amount of the death benefit is determined at the end of the valuation
period, on the date of the death of the Insured. The amount of the death benefit
will never be less than the Specified Face Amount of the Policy prior to the
maturity date of the Policy. The Policy Proceeds, paid to the beneficiary, equal
the death benefit decreased by any Policy Debt.

If the Insured is living on the date of maturity and the maturity date is not
extended, the Company will pay in a lump sum the cash surrender value of the
Policy.

The policy provides for an extension of the maturity date upon request by the
Owner. The death benefit beyond the original maturity date will be the Account
Value.


                                        6                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

E.    POLICY LOANS

The Owner may request a Policy loan of up to 90% of the Cash Value less any
outstanding debt on the date the Policy loan is made. Any amount due to an Owner
under a loan ordinarily will be paid within seven days after the Company
receives a written request in a form satisfactory to us, at our Principal
Office, although payments may be delayed or postponed under some circumstances.

The Owner may allocate the Policy loan among the Sub-Accounts and the Fixed
Account Value. If the Owner does not specify the allocation, then the Policy
loan shall be allocated among the Sub-Accounts in the proportion the amounts in
the Sub-Account and the Fixed Account Value in excess of the Policy Loan bear to
the Account Value in excess of the Policy loan. The Policy loan amounts
allocated to the sub-accounts will be transferred to the Fixed Account.

The outstanding loan amounts will earn interest at an annual rate of 3.00%.
Interest on the Policy loan will accrue daily at the policy loan interest rate
of 4.00% annual in policy years one through ten and 3.25% annual thereafter.
This interest shall be due and payable to us in arrears on each Policy
Anniversary. Any unpaid interest will be added to the principal loan amount as
an additional Policy loan and will bear interest in the same manner as the prior
policy loan.

All funds we receive from the Owner will be credited to the Policy as Premium
unless we have received written notice, in a form satisfactory to us, at our
Principal Office, that the funds are for loan repayment. Loan repayments will
first reduce the outstanding balance of the Policy loan and then accrued but
unpaid interest on such loans. We will accept repayment of any Policy loan at
any time before Maturity.

III.  TRANSFERS

Subject to the Company's rules as they may exist from time to time and to any
limits that may be imposed by the Funds, including those set forth in the
Policy, the Owner may at any time transfer to another sub-account all or a
portion of the Account Value allocated to a sub-account. The Owner may also
transfer amounts to or from the Fixed Account Value.

All requests for transfers must be made to our Principal Office. The Company
will make transfers pursuant to a valid request, made in writing or by
telephone, received at our Principal Office. Telephone requests will be honored
only if the Company has a properly completed and signed telephone authorization
form for the Owner on file. The Company and its agents and affiliates will not
be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. The Company will use reasonable procedures to
confirm that instructions communicated by telephone are genuine. The procedures
followed for transactions initiated by telephone include requirements that the
Owner (or Owner-authorized party) identify


                                        7                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

himself or herself by name and identify a personal identification number. For
additional protection, all changes in allocation percentages by telephone may be
recorded.

Transfers may be requested by indicating the transfer of either a specified
dollar amount or a specified percentage of the sub-account's value from which
the transfer will be made. If a transfer is based on a specified percentage of
the sub-account's value that percentage will be converted into a request for the
transfer of a specified dollar amount based on application of the specified
percentage to the sub-account's at the end of the valuation period during which
the request was made.

These transfer privileges are subject to the Company's consent. The Company
reserves the right to impose limitations on transfers, including but not limited
to: (1) the minimum amount that may be transferred; and (2) the minimum amount
that may remain in a sub-account following a transfer from that sub-account. In
addition, transfer privileges are subject to any restrictions that may be
imposed by the Funds.

IV.   REFUNDS

A.    FREE LOOK PERIOD

The Policy has a "Right to Return" provision which gives certain cancellation
rights. If the Owner is not satisfied with the Policy, it may be returned by
delivering or mailing it to our Principal Office or to the sales representative
from whom the Policy was purchased within 10 days from the date of receipt
("Right of Return Period.") A longer period applies in some states.

A Policy returned under this provision will be deemed void. The Owner will
receive a refund equal to the sum of all premium payments made, with no
adjustment for investment experience, if required by applicable state law;
otherwise, the refund will equal the sum of:

         (1) The difference between any premium payments made, including fees
             and charges, and the total of amounts allocated to the Variable
             Account,
         (2) The value of the amounts allocated to the Variable Account on the
             date the cancellation request is received by the Company or its
             sales representative from whom the Policy was purchased; less
         (3) Any fees or charges imposed on amounts allocated to the Variable
             Account.

The Company has established a customary practice to calculate the Right of
Return period, as described in Section I.A. "Application, Underwriting and
Initial Premium Processing," above.


                                        8                    April 2000

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                        DESCRIPTION OF ISSUANCE, TRANSFER
                          AND REDEMPTION PROCEDURES FOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                       Pursuant to Rule *6e-3(T) (b) (iii)

B.    SUICIDE

In most states, if the Insured, whether sane or insane, commits suicide within
two years after the Issue date, the Company will not pay any part of the Policy
Proceeds. The Company's obligation will be limited to the refund of the premiums
paid, less the amount of any Policy Debt and any Partial Surrenders.


C.    INCONTESTABILITY CLAUSE

All statements made in the Application or in a supplemental application are
representations and not warranties. The Company will rely on these statements
when approving the issuance, increase in face amount, increase in Death Benefit
over Premium paid, or change in Death Benefit Option of the Policy. The Company
in defense of a claim can use no statement unless the statement was made in the
Application or in a supplemental application. In the absence of fraud, after the
Policy has been in force during the lifetime of the Insured for a period of two
years from its Issue Date, the Company cannot contest it except for non-payment
of Premiums in accordance with the Insufficient Value provision. However, any
increase in the face amount, which is effective after the Issue Date, will be
incontestable only after such increase has been in force during the lifetime of
the Insured for two years from the Effective Date of Coverage of such increase.
Any increase in Death Benefit over Premium paid or increases in Death Benefit
due to a Death Benefit Option change will be incontestable only after such
increase has been in force during the lifetime of the Insured for two years from
the date of the increase.

D.    MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured is stated incorrectly in the Application, the
amounts payable by the Company will be adjusted as follows:

         -   Misstatement discovered at death: The Death Benefit will be
             recalculated to that which would be purchased by the most recently
             charged Monthly Cost of Insurance Rate for the correct Age or Sex
             of the Insured.
          -  Misstatement discovered prior to death: The Account Value will be
             recalculated from the Policy Effective Date using the Monthly Cost
             of Insurance Rates based on the correct Age or Sex of the Insured.


                                        9                    April 2000

<PAGE>

(Logo)                                      One Sun Life Executive Park
                                            Wellesley Hills, MA 02481
                                            Tel: (781) 237-6030


April 26, 2000


Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481

   Re:  Registration Statement of Sun Life of Canada (U.S.)
        Variable Account I on Form S-6, File No. 333-68601

Dear Ladies and Gentlemen:

     This opinion is furnished in connection with the filing of
Post-Effective Amendment No. 3 to the above-referenced registration statement
(the "Registration Statement") of Sun Life of Canada (U.S.) Variable Account I
(the "Variable Account"), a separate account of Sun Life Assurance Company of
Canada (U.S.), a Delaware corporation (the "Company"), with respect to the
proposed sale of an indefinite amount of flexible premium variable universal
life insurance policies (the "Policies") described in the prospectus (the
"Prospectus") contained in the Registration Statement.

     I have examined all such corporate records of the Company and such other
documents and laws as I consider necessary as a basis for this opinion. On
the basis of such examination, it is my opinion that:

     1.  The Company is a corporation in good standing duly organized and
validly existing under the laws of the state of Delaware.

     2.  The Variable Account has been duly established by the Company under
the laws of the State of Delaware.

     3.  Assets allocated to the Variable Account will be owned by the
Company, and the Policies provide that the portion of assets of the Variable
Account equal to the reserves and other Policy liabilities with respect to
the Variable Account will not be chargeable with liabilities arising out of
any other business the Company may conduct.

     4.  When issued and sold as described in the Prospectus, the Policies
will be duly authorized and will constitute validly issued and binding
obligations of the Company in accordance with their terms.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Roy P. Creedon

Roy P. Creedon
Assistant Vice President and Senior Counsel







<PAGE>


(Logo)                                      One Sun Life Executive Park
                                            Wellesley Hills, MA 02481
                                            Tel: (781) 237-6030


                                                    April 26, 2000

Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481

   Re:  Registration Statement of Sun Life of Canada (U.S.)
           Variable Account I on Form S-6, File No. 333-68601

Gentlemen:

In my capacity as Product Officer for Sun Life Assurance Company of Canada, I
have provided actuarial advice concerning: (a) the preparation of
Post-Effective Amendment No. 3 to the registration statement for Sun Life of
Canada (U.S.) Variable Account I filed on Form S-6 with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Registration
Statement") under File No. 333-68601, regarding the offer and sale of
flexible premium variable universal life insurance policies (the "Policies");
and (b) the preparation of policy forms for the Policies described in the
Registration Statement.

It is my profession opinion that:

The illustrations of cash surrender values, account values, death benefits
and accumulated premiums in the Appendix to the prospectus contained in the
Registration Statement, are based on the assumptions stated in the
illustrations, and are consistent with the provisions of the Policies. The
rate structure of the Policies has not been designed so as to make the
relationship between premiums and benefits, as shown in the illustrations,
appear to be more favorable to prospective purchasers of Policies aged 45 and
55 in the rate classes illustrated than to prospective purchasers of
Policies, for male or females, at other ages.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Experts"
in the prospectus.

                                         Very truly yours

                                         /s/ Georges Rouhart

                                         Georges Rouhart, FSA, MAAA
                                         Product Officer



<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 3 to the
Registration Statement (Reg. No. 333-68601) on Form S-6 of Sun Life of Canada
(U.S.) Variable Account I of our report dated February 10, 2000 accompanying
the financial statements of Sun Life of Canada (U.S.) Variable Account I
appearing in the Prospectus, which is part of such Registration Statement, of
our report dated February 10, 2000 accompanying the statutory financial
statements of Sun Life Assurance Company of Canada (U.S.), which includes
explanatory paragraphs relating to the use of statutory accounting practices
which differ from generally accepted accounting principles, appearing in the
Prospectus, which is a part of such Registration Statement, and to the
incorporation by reference of our report dated February 10, 2000 appearing in
the Annual Report on Form 10-K of Sun Life Assurance Company of Canada (U.S.)
for the year ended December 31, 1999, which includes explanatory paragraphs
relating to the use of statutory accounting practices which differ from
generally accepted accounting principles.

We also consent to the reference to us under the heading "Accountants" in
such Prospectus.

DELOITTE & TOUCHE LLP
Boston, Massachusetts

April 26, 2000





<PAGE>

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

                             POWER OF ATTORNEY


    KNOW ALL MEN BY THESE PRESENTS, that William W. Stinson, whose signature
appears below, constitutes and appoints Edward M. Shea, Sandra DaDalt, Ellen B.
King, Peter F. Demuth, C. James Prieur, and James A. McNulty, III, and each
of them, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign:

    (i)   the Registration Statements of Sun Life Assurance Company of
          Canada (U.S.), and any amendments thereto, under the Securities Act
          of 1933;

    (ii)  the Registration Statements under the Securities Act of 1933 and
          the Investment Company Act of 1940 of any of Sub Life of Canada
          (U.S.) Variable Account C, Sun Life of Canada (U.S.) Variable
          Account D, Sun Life of Canada (U.S.) Variable Account F, and Sun
          Life of Canada (U.S.) Variable Account I or any other variable
          account established by Sun Life Assurance Company of Canada (U.S.)
          (the "Company"), and

    (iii) any and all instruments, including applications for exemptions from
          such Acts, which said attorneys-in-fact deem necessary and
          advisable to enable the Company or any variable account of the
          Company to comply with the Securities Act of 1933, as amended, the
          Investment Company Act of 1940, as amended, and the rules and
          regulations and requirements of the Securities and Exchange
          Commission in respect thereof;

and to file the same, with exhibits thereto, and other amendments in
connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact of his
substitute or substitutes may do or cause to be done by virtue hereof.

    IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
shown.


                                      W. W. Stinson
                                      -------------

Dated: March 20, 2000



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