SUN LIFE OF CANADA U S VARIABLE ACCOUNT I
497, 2000-09-22
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<PAGE>




                                  Prospectus


                            SUN LIFE OF CANADA (U.S.)







                                    Futurity

                                  Survivorship
                             Variable Universal Life


<PAGE>
[LOGO]

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

            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

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

    This prospectus describes the variable portions of a last survivor
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 is being offered, depending on the circumstances, as either an individual
policy or as a certificate under a group policy. The substantive terms of a
certificate under a group policy will be identical to those of an individual
policy. In this Prospectus, unless stated otherwise, the term "Policy" will
include individual policies, group policies, and certificates issued under group
policies." 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.

                                 April 17, 2000
                        As Supplemented August 14, 2000
                             and September 22, 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 Portfolio     Utilities Series
 GOLDMAN SACHS VARIABLE INSURANCE TRUST              OCC ACCUMULATION TRUST
   Goldman Sachs VIT CORE-SM- Large Cap Growth Fund  Equity Portfolio
   Goldman Sachs VIT CORE-SM- Small Cap Equity Fund  Managed Portfolio
   Goldman Sachs VIT CORE-SM- U.S. Equity Fund       Mid Cap Portfolio
   Goldman Sachs VIT Growth and Income Fund          Small Cap Portfolio
   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 SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
          <S>                                                           <C>
          Summary of Policy...........................................    1
          Sun Life Assurance Company of Canada (U.S.).................    8
          The Variable Account........................................    9
          The Funds...................................................   10
          Fees and Expenses of the Funds..............................   15
          Our General Account.........................................   15
          Investment Programs.........................................   16
            Dollar Cost Averaging.....................................   16
            Asset Rebalancing.........................................   16
            Asset Allocation..........................................   16
          About the Policy............................................   17
            Policy Application, Issuance and Initial Premium..........   17
            Right of Return Period....................................   18
            Premium Payments..........................................   18
              Premium.................................................   18
              Net Premiums............................................   19
              Allocation of Net Premium...............................   19
              Planned Periodic Premiums...............................   19
            Death Benefit.............................................   20
            Changes in Specified Face Amount..........................   21
              Minimum Changes.........................................   21
              Increases...............................................   21
              Decreases...............................................   21
            Accessing Your Account Value..............................   22
              Surrenders and Surrender Charges........................   22
              Partial Surrenders......................................   24
              Policy Loans............................................   25
            Transfer Privileges.......................................   26
            Account Value.............................................   27
              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.......................   32
              Monthly Face Amount Charge..............................   32
              Monthly Cost of Insurance...............................   32
              Monthly Cost of Insurance Rates.........................   33
</TABLE>

iii     FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
<TABLE>
          <S>                                                           <C>
              Basis of Computation....................................   33
            Waivers; Reduced Charges..................................   33
            Maturity..................................................   33
            Maturity Date Extension...................................   34
            Supplemental Benefits.....................................   34
              Estate Preservation Rider...............................   34
              Maturity Extension With Full Death Benefit Rider........   34
            Termination of Policy.....................................   35
            Reinstatement.............................................   35
            Deferral of Payment.......................................   36
            Rights of Owner...........................................   36
            Rights of Beneficiary.....................................   37
            Other Policy Provisions...................................   37
              Addition, Deletion or Substitution of Investments.......   37
              Entire Contract.........................................   38
              Alteration..............................................   38
              Modification............................................   38
              Assignments.............................................   38
              Nonparticipating........................................   38
              Misstatement of Age or Sex..............................   38
              Suicide.................................................   39
              Incontestability........................................   39
              Report to Owner.........................................   39
              Illustrations...........................................   39
          Performance Information.....................................   39
            Portfolio Performance.....................................   40
            Adjusted Portfolio Performance............................   40
            Other Information.........................................   40
          Federal Income Tax Considerations...........................   42
            Tax Status of The Policy..................................   42
            Diversification of Investments............................   42
            Tax Treatment of Policy Benefits..........................   43
              Life Insurance Death Benefit Proceeds...................   43
              Tax Deferred Accumulation...............................   43
              Distributions...........................................   43
              Modified Endowment Contracts............................   44
              Distributions Under Modified Endowment Contracts........   44
              Distributions Under a Policy That Is Not a MEC..........   45
              Policy Loan Interest....................................   45
              Multiple Policies.......................................   45
              Federal Income Tax Withholding..........................   46
            Our Taxes.................................................   46
          Distribution of Policy......................................   46
          Voting Rights...............................................   47
</TABLE>

iv     FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
<TABLE>
          <S>                                                           <C>
          Our Directors and Executive Officers........................   48
          Other Information...........................................   52
            State Regulation..........................................   52
            Legal Proceedings.........................................   53
            Experts...................................................   53
            Accountants...............................................   53
            Registration Statements...................................   53
            Financial Statements......................................   54
          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 SURVIVORSHIP 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 the age, sex and rating class of each
                          Insured.

                       -  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

                       -  The Policy's death benefit is payable upon the death
                          of the last of two Insureds to die.

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

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

                       -  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.

                         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       -  The assets of the variable separate account are
                          insulated from the claims of our general creditors.

                       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--

                           -   estate preservation; and

                           -   maturity extension with full death
                               benefit.

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

                       ACCESSING YOUR ACCOUNT VALUE

 CASH SURRENDER VALUE  -  You may borrow from us using your Account Value as
 is Account Value      collateral. Loans may be taxable events if your Policy
 minus any surrender      is a "modified endowment contract" for federal income
 charges and the          tax purposes and the value of your Policy exceeds its
 amount of any Policy     cost.
 Debt.                 -  You may surrender your Policy for its CASH SURRENDER
 The SURRENDER CHARGE  VALUE. If you surrender your Policy during the SURRENDER
 PERIOD ends           CHARGE PERIOD, you will incur any applicable surrender
 generally 15 years    charges.
 after you purchase    -  You may make a partial surrender of some of your
 or increase the       Policy's Cash Surrender Value after the Policy has been
 Specified Face        in force for one year. A partial surrender will cause a
 Amount of your        decrease in the Specified Face Amount of your Policy if
 Policy.               your death benefit option is the Specified Face Amount.

2                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       ACCOUNT VALUE

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

                       POLICY CHARGES AND DEDUCTIONS

                       -  EXPENSE CHARGES APPLIED TO PREMIUMS--We will deduct a
                          charge from your premium payments as a sales load and
                          for our federal, state and local tax obligations. For
                          the first Policy Year, the charge is 10% of premiums
                          up to an amount specified in the policy which is based
                          on certain factors, including the Specified Face
                          Amount and the age, sex and rating class of each
                          Insured. The charge on premiums in excess of that
                          amount is guaranteed not to exceed 7.25%. The current
                          charge is 5.25%. For Policy Year 2 and thereafter, the
                          charge on all premiums is guaranteed not to exceed
                          7.25%. 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 and current daily
                          rate is equivalent to an annual rate of 0.50% of the
                          Variable Account Value.

                       -  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 age, sex and rating class of each
                          Insured.

                       -  MONTHLY FACE AMOUNT CHARGE--We will deduct a monthly
                          charge from your Account Value for the first 10 Policy
                          Years following the issuance of your Policy based on
                          the initial Specified Face Amount and for the first 10
                          Policy Years following the effective date of each
                          increase in the Specified Face Amount, if any, based
                          on the amount of increase. The applicable charge is
                          equal to the initial Specified Face Amount or the
                          amount of increase, as the case may be, times a rate
                          that varies based on the age, sex and rating class of
                          each Insured.

                       -  MONTHLY COST OF SUPPLEMENTAL BENEFITS--We will deduct
                          an increased cost of insurance charge monthly for the
                          cost, if any, of any supplemental benefit

3                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                          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 age, sex
                          and rating class of each Insured.

                       -  SURRENDER CHARGES--We will deduct a surrender charge
                          from your Account Value if you surrender your Policy
                          or request a decrease in the Specified Face Amount
                          during the surrender charge period. There is a
                          separate surrender charge period for the initial
                          Specified Face Amount and each increase in the
                          Specified Face Amount you request, which starts on the
                          date we issue your Policy and on the effective date of
                          the increase, respectively. Each surrender charge
                          period will generally end after 15 Policy Years, but
                          may end sooner under certain circumstances. The
                          surrender charge will be an amount based on certain
                          factors, including the Specified Face Amount and the
                          age, sex and rating class of each Insured. The
                          greatest surrender charge that might apply to a
                          combination of Insureds is $45.00 per $1,000 of
                          Specified Face Amount. The following are examples of
                          surrender charges at representative Issue Ages.

                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                (Male/Female Insured Pair, Non-Tobacco)

<TABLE>
<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                35 & 35       45 & 45       55 & 55
                               ----------   -----------   -----------
                               <S>          <C>           <C>
                                 $ 8.48       $19.19        $27.22

<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                               65 & 65       75 & 75       85 & 85
                               ----------   -----------   -----------
                               <S>          <C>           <C>

                                 $40.02       $45.00        $45.00
</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

 You should read the   You will indirectly bear the costs of investment
 Funds' prospectuses   management fees and other expenses paid from the assets
 before investing.     of the Funds you select. The following table shows 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.

4                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                  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 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%
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 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 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 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 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%
</TABLE>

5                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       (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
                           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 0.80% 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

6                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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%, 3.48%, and 4.28% 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;
                           2.70%, 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.

7                        FUTURITY SURVIVORSHIP 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 younger Insured
                       reaches Attained Age 100. If either 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 death of the last Insured to die.

                       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.)

 We are an indirect            We are a stock life insurance company
 wholly-owned          incorporated under the laws of Delaware on January 12,
 subsidiary of Sun     1970. Our executive office mailing address is One Sun
 Life Assurance Com-   Life Executive Park, Wellesley Hills, Massachusetts
 pany of Canada.       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)").

8                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           Sun Life (Canada) completed its demutualization on
                       March 22, 2000. As a result of the demutualization, a new
                       holding company, Sun Life Financial Services of Canada,
                       Inc. ("Sun Life Financial"), is now the ultimate parent
                       of Sun Life (Canada) and the Company. Sun Life Financial,
                       a corporation organized in Canada, is a reporting company
                       under the Securities Exchange Act of 1934 with common
                       shares listed on the Toronto, New York, London and Manila
                       stock exchanges.

                                       THE VARIABLE ACCOUNT

                           We established 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.

 The assets of the             We will at all times maintain assets in the
 Variable Account are  Variable Account with a total market value at least
 insulated from our    equal to the reserves and other liabilities relating to
 general liabilities.  the 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.

 The Variable Account          The Variable Account is registered with the
 is registered with    Securities and Exchange Commission under the Investment
 the SEC.              Company Act of 1940 as a unit investment trust.
                       Registration under the Investment Company Act does not
                       involve any supervision by the Securities and Exchange
                       Commission of the management or investment practices or
                       policies of the Variable Account.

 The Variable Account          The Variable Account is divided into 31
 has 31 Sub-Accounts.  Sub-Accounts. Each Sub- Account invests exclusively in
 Each Sub- Account     shares of a corresponding investment portfolio of a
 invests exclusively   registered investment company (commonly known as a
 in shares of a        mutual fund). We may in the future add new or delete
 single mutual fund    existing Sub-Accounts. The income, gains or losses,
 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.

9                        FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                            THE FUNDS

 The Fund                      The Policy offers a number of Fund options,
 Prospectuses have     which are briefly discussed below. Each Fund is a mutual
 more information      fund registered under the Investment Company Act of
 about the Funds, and  1940, or a separate series of shares of such a mutual
 may be obtained from  fund. More comprehensive information, including a
 us without charge.    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.

                           The Funds currently available are:

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

                           AIM V.I. CAPITAL APPRECIATION FUND seeks to provide
                       growth of capital through investment in common stocks,
                       with emphasis on medium- and small-sized growth
                       companies.

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

                           AIM V.I. INTERNATIONAL EQUITY FUND seeks to provide
                       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.

                           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 SmallCap 600 Index.

10                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       GOLDMAN SACHS VARIABLE INSURANCE TRUST (advised by
                       Goldman Sachs Asset Management, a separate business unit
                       of the Investment Management Division of Goldman,
                       Sachs & Co., except for Goldman Sachs International
                       Equity Fund, which is advised by Goldman Sachs Asset
                       Management International, an affiliate of Goldman,
                       Sachs & Co.)

                           GOLDMAN SACHS VIT CORE-SM- LARGE CAP GROWTH FUND
                       seeks long-term growth of capital 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 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 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 through
                       investments 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.

                           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.

11                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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 securities, 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 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

12                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 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

13                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

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

14                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                  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.

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

                           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.

 Fixed account                 An investment in the fixed account option does
 investments earn at   not entitle you to share in the investment experience of
 least 3% interest.    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.

15                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                       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 contract to return to your
                       allocation percentages 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

16                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 Insureds. We offer the
                       Policy on a regular (medical) underwriting basis and may
                       require medical examinations and further information
                       before the proposed application is approved. Both
                       Insureds must generally be acceptable risks based on our
                       underwriting limits and standards. We may, however, issue
                       a Policy based on the health of one Insured where the
                       other Insured would not normally be an acceptable risk
                       for comparable individual life insurance coverage. 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 $250,000--the "Minimum Specified Face Amount."

                           While your application is being reviewed, we may make
                       available to you temporary last survivor 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 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 lives of the Insureds. A specified 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--

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

17                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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 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.

                       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

18                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

                           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

19                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 death
                       of the last Insured to die, we will pay the beneficiary
                       an amount based on the death benefit option you select
                       once we have received Due Proof of the death of each
                       Insured. 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

                           -   the value of any Policy Debt on the
                               date of the last Insured to die, 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.

 You may select                The Policy has two death benefit options.
 between two death
 benefit options.

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

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

                           -   the Policy's Account Value on the date
                               of death of the last Insured to die
                               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 death of the last Insured to
                               die; OR, IF GREATER,

20                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   the Policy's Account Value on the date
                               of death of the last Insured to die
                               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 the 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 effecive date of change.

                       CHANGES IN SPECIFIED FACE AMOUNT

 You may increase or           You may increase or decrease the Specified Face
 decrease the          Amount of your Policy after the first Policy Year within
 Specified Face        certain limits.
 Amount within         MINIMUM CHANGES.  Each increase in the Specified Face
 certain limits.       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.

                           INCREASES.  To request an increase, you must provide
                       satisfactory evidence of insurability for each Insured.
                       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
                       Attained Age of either Insured 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 $250,000. 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

                           -   third, to the initial Specified Face
                               Amount.

21                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       ACCESSING YOUR ACCOUNT VALUE

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

                           -   the outstanding balance of any Policy
                               Debt; and

                           -   any surrender charges.

                           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. The
                       surrender charge period will be the shortest of--

                           -   the 15-year period following the
                               applicable surrender charge period
                               start date;

                           -   the longer of the 9-year period
                               following the applicable surrender
                               charge period start date, and the
                               period ending when the younger Insured
                               reaches Attained Age 85; and

                           -   the period ending when the younger
                               Insured reaches Attained Age 95.

                           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 age,
                       sex and rating class of each Insured. The greatest
                       surrender charge that might apply to a combination of
                       Insureds is $45.00 per $1,000 of Specified Face Amount.
                       The following are examples of surrender charges at
                       representative Issue Ages.

22                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                     FIRST YEAR SURRENDER CHARGES
                                  PER $1,000 OF SPECIFIED FACE AMOUNT
                                (Male/Female Insured Pair, Non-Tobacco)

<TABLE>
<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                                35 & 35       45 & 45       55 & 55
                               ----------   -----------   -----------
                               <S>          <C>           <C>
                                 $ 8.48       $19.19        $27.22

<CAPTION>
                               ISSUE AGES   ISSUE AGES    ISSUE AGES
                               65 & 65       75 & 75       85 & 85
                               ----------   -----------   -----------
                               <S>          <C>           <C>

                                 $40.02       $45.00        $45.00
</TABLE>

                           The surrender charge will be calculated based on
                       surrender charge percentages for the initial Specified
                       Face Amount and each increase in the Specified Face
                       Amount. The surrender charge percentages begin at 100% in
                       the first year and decrease with time. Examples of
                       surrender charge percentages at representative Issue Ages
                       are shown below

                                           SURRENDER CHARGE
                            (As Percentage of First Year Surrender Charge)

<TABLE>
<CAPTION>
                                                        ISSUE AGES
             YEAR             35 & 35    45 & 45    55 & 55    65 & 65    75 & 75    85 & 85
             ----             -------    -------    -------    -------    -------    -------
       <S>                    <C>        <C>        <C>        <C>        <C>        <C>
               1               100.000    100.000    100.000    100.000    100.000    100.000
               2                90.000     90.000     90.000     90.000     90.000     90.000
               3                80.000     80.000     80.000     80.000     80.000     80.000
               4                70.000     70.000     70.000     70.000     70.000     70.000
               5                60.000     60.000     60.000     60.000     60.000     60.000
               6                50.000     50.000     50.000     50.000     50.000     50.000
               7                45.000     45.000     45.000     45.000     40.000     37.500
               8                40.000     40.000     40.000     40.000     30.000     25.000
               9                35.000     35.000     35.000     35.000     20.000     12.500
              10                30.000     30.000     30.000     30.000     10.000      0.000
              11                25.000     25.000     25.000     25.000      0.000      0.000
              12                20.000     20.000     20.000     20.000      0.000      0.000
              13                15.000     15.000     15.000     15.000      0.000      0.000
              14                10.000     10.000     10.000     10.000      0.000      0.000
              15                 5.000      5.000      5.000      5.000      0.000      0.000
       16 and thereafter         0.000      0.000      0.000      0.000      0.000      0.000
</TABLE>

                           For Policies delivered in Pennsylvania, surrender
                       charges in the first policy year are lower for certain
                       issue ages.

                           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

23                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

                           PARTIAL SURRENDERS.  You may make a partial surrender
                       of your Policy once each Policy Year after the first
                       Policy Year by written request to us. Each partial
                       surrender must be for at least $200, and no partial
                       surrender may be made--

                           -   during the first ten Policy Years for
                               more than 20 percent of your Cash
                               Surrender Value at the end of the
                               first Valuation Date after we receive
                               your request; or

                           -   thereafter for more than your Cash
                               Surrender Value.

                           If the applicable death benefit option is Option A,
                       the Specified Face 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
                       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

                           -   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

24                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       close of business on the New York Stock Exchange after we
                       receive your written request for surrender.

                           POLICY LOANS.  You may request a policy loan of up to
                       90% of your Policy's Cash Value, 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.

 You may borrow from           You may allocate the policy loan among the
 us using your Policy  Sub-Accounts and the Fixed Account Value. If you do not
 as collateral.        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.

                           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 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 death of the last
                       Insured to die 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.

25                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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
                       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.

26                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 Face Amount 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.

 A VALUATION DATE is           VARIABLE ACCOUNT VALUE.  We measure the amounts
 any day on which we,  in the Sub- Accounts in terms of Units and Unit Values.
 the applicable Fund,  On any given date, the amount you have in a Sub-Account
 and the NYSE are      is equal to the Unit Value multiplied by the number of
 open for business.    Units credited to you in that Sub-Account. Amounts
 THE VALUATION PERIOD  allocated to a Sub-Account will be used to purchase
 is the period of      Units of that Sub-Account. Units are redeemed when you
 time from one         make partial surrenders, undertake policy loans or
 determination of      transfer amounts from a Sub-Account, and for the payment
 Unit Values to the    of Monthly Face Amount Charges, and Monthly Cost of
 next.                 Insurance charges 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.

                           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.

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

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

27                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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

                           -   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 Face
                               Amount 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

28                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   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

                       (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 Face
                               Amount 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

29                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   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
                               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 Face
                               Amount 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.

                           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 SURVIVORSHIP 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. For the first Policy
                       Year, the charge is 10% of premiums up to an amount
                       specified in the policy, which is based on certain
                       factors, including the Specified Face Amount and the age,
                       sex and rating class of each insured. The charge on
                       premiums in excess of that amount is guaranteed not to
                       exceed 7.25%. The current charge is 5.25%. For Policy
                       Year 2 and thereafter, the charge on all premiums is
                       guaranteed not to exceed 7.25%. The current charge is
                       5.25%.

31                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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.

                           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
                       0.50% annually. Currently, the charge is 0.50% annually.

                           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 FACE AMOUNT CHARGE.  We will deduct a monthly
                       charge from your Account Value for the first 10 Policy
                       Years following the issuance of your Policy based on the
                       initial Specified Face Amount and for the first 10 Policy
                       Years following the effective date for each increase in
                       the Specified Face Amount, if any, based on the amount of
                       increase. The applicable charge is equal to the initial
                       Specified Face Amount or the amount of increase, as the
                       case may be, times a rate that varies based on the age,
                       sex and rating class of each Insured.

                           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
                               Face Amount Charge and the cost of
                               insurance charges.

32                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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 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
                       sex, Issue Age and rating class of each Insured. 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
                       sex, Issue Age and rating class of each Insured. 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; 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 younger Insured
                       reaches Attained Age 100. If either 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 SURVIVORSHIP 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
                               Face Amount 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 death of the
                               last Insured to die.

                           -   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 as described above
                       or if the Maturity date is extended under the terms of
                       the Maturity Extension With Full Death Benefit Rider
                       described below, 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

                           You may supplement your Policy with the riders
                       described below; provided, however, that riders may not
                       be available in some states. An additional cost of
                       insurance will be charged for each rider in force as part
                       of the Monthly Cost of Insurance charge.

                           ESTATE PRESERVATION RIDER.  This rider provides term
                       insurance coverage which increases the death benefit in
                       the first four Policy Years by an amount you choose,
                       subject to a maximum of 122% of the Specified Face Amount
                       and other limits we may impose.

                           MATURITY EXTENSION WITH FULL DEATH BENEFIT RIDER.
                       This rider allows you, upon request, to extend the
                       Maturity date of your Policy beyond the original Maturity
                       date. The Specified Face Amount and death benefit option
                       in effect at the original Maturity date will apply beyond
                       the original Maturity date.

34                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 last Insured to die, or the Maturity
                       date.

                       REINSTATEMENT

                           We will reinstate your Policy prior to the Maturity
                       date, provided that the Policy has not been surrendered
                       and neither of the Insureds died after the date of that
                       termination and you--

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

                           -   submit satisfactory evidence of
                               insurability with respect to each
                               surviving Insured; and

                           -   pay an amount sufficient to put the
                               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 Face Amount
                               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. The 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 Face Amount Charge; MINUS

                           -   the Monthly Cost of Insurance charge
                               applicable on the date of
                               reinstatement; MINUS

                           -   Any Unpaid Policy Charges at the time
                               of termination.

35                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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.

                           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 the
                       death of the last Insured to die, Due Proof of the death
                       of each Insured. 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 of the last Insured to die, 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 either 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 last
                               Insured to die;

36                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           -   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;

                           -   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 designation 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 last Insured to die. 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.

37                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           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.

                           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.  While either Insured is alive, 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.  If the age or sex of
                       either Insured is stated incorrectly, the amounts payable
                       by us will be adjusted upon the death of the last Insured
                       to die 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 each Insured.

                           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 of each Insured.

38                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                           SUICIDE.  If the last surviving 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 last surviving 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 Insureds 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 Insureds 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 Insureds 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

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

39                       FUTURITY SURVIVORSHIP 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;

40                       FUTURITY SURVIVORSHIP 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.

41                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                FEDERAL INCOME TAX CONSIDERATIONS

 We do not make any            The following summary provides a general
 guarantees about the  description of the federal income tax considerations
 Policy's tax status.  associated with the Policy and does not purport to be
                       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 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

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

                       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

42                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

                       TAX TREATMENT OF POLICY BENEFITS

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

 Investment gains are          TAX DEFERRED ACCUMULATION.  Any increase in your
 normally not taxed    Account Value is generally not taxable to you unless you
 unless distributed    receive or are deemed to receive amounts from the Policy
 to you before the     before the death of the last Insured to die.
 death of the last             DISTRIBUTIONS.  If you surrender your Policy,
 Insured to die.       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.

                           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;

                           -   an election to extend the Maturity
                               Date; 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."

43                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

 If you pay more               MODIFIED ENDOWMENT CONTRACTS.  Section 7702A of
 premiums than         the Code treats certain life insurance contracts as
 permitted under the   "modified endowment contracts" ("MECs"). The Code
 seven-pay test, your  defines MECs as those Policies issued or materially
 Policy will be a      changed after June 21, 1988 on which the total premiums
 MEC.                  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").

                           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, 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 following 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.

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

                       -   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

                           -   is part of a series of substantially
                               equal periodic payments for the
                               duration of your life (or life
                               expectancy)

44                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                               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.

                           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.

45                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>

 We may be required            FEDERAL INCOME TAX WITHHOLDING.  We will
 to withhold taxes     withhold and remit to the federal government the amount
 from certain dis-     of any tax due on that portion of a policy distribution
 tributions to you.    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 payment of any taxes and early distribution
                       penalties that may be due on policy distributions,
                       regardless of whether those amounts are subject to
                       withholding.

                       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.

                           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 100% of the target premium, which will
                       vary based on each Insured's age, sex and

46                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       rating Class, plus an amount not to exceed 5% of any
                       excess premium payments. Gross renewal commissions in
                       Policy Years 2 through 10 will not exceed 5% of actual
                       premium payments, and will not exceed 2% 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 (Act) 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 disregard voting
                       instructions, we will advise you of that action and our
                       reasons for it in our next communication to policyowners.

47                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                               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
                       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

48                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

                       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

49                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

                       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.

50                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 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

51                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 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.

52                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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 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

53                       FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                       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.

54                       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 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.

55                       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.

56                       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.

57                       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.

58                       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 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

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.)

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):
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 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.

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.)

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):
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.

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.

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.)

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>

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 (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>

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

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 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>

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

3.  BONDS (CONTINUED):
    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.

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>

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

5.  MORTGAGE LOANS (CONTINUED):
    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.

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.

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

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
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.

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

8.  DERIVATIVES (CONTINUED):
    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.

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

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 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.

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

10. REINSURANCE (CONTINUED):
    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 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.

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

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
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.

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

12. SEGMENT INFORMATION (CONTINUED):
    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.

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.

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

13. RETIREMENT PLANS (CONTINUED):
    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.

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

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>

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

13. RETIREMENT PLANS (CONTINUED):
    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 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>

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

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.

    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.

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

14. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):
    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>

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.

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

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.

    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.

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

17. RELATED PARTY TRANSACTIONS (CONTINUED):
    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 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

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

19. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED):
threatened litigation, after consideration of provisions made for 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
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.

                                  * * * * * *

80                       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 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

81                       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

82                       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

83                       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

84                       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

85                       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

86                       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

87                       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

88                       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

89                       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

90                       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

91                       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

92                       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.

(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.

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

(3) CONTRACT CHARGES (CONTINUED):
    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.

94                       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>

95                       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 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

96                       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--With respect to an Insured, 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 an 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.

    INITIAL PREMIUM--The initial premium amount specified in your Policy.

    INSURED--A 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 Initial Premium.

    ISSUE AGE--With respect to an Insured, the 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 younger 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.

A-1                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
    MONTHLY FACE AMOUNT CHARGE--A deduction made on a monthly basis for
administration and other expenses.

    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 last Insured to die 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 Face Amount 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                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                                                      APPENDIX B

                       TABLE OF DEATH BENEFIT PERCENTAGES
                   (Based on the Age of the Younger Insured)

<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>

B-1                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<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. 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 Face Amount Charge and the
Monthly Cost of Insurance. The Expense Charges Applied to Premium are deducted
as a sales load and for our federal, state and local tax obligations. In the
first Policy Year the Expense Charges Applied to Premium are 10% of premiums up
to an amount specified in the policy. The charge on premiums in excess of the
amount specified is currently 5.25% and is guaranteed not to exceed 7.25%. The
charge we will deduct from premiums in Policy Years 2 and after is 5.25% and is
guaranteed not to exceed 7.25%. The Daily Risk Percentage charge is an annual
effective rate of 0.50% and this rate is guaranteed.

    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 -1.36%, 4.64% and 10.64%,
respectively, taking into account the Daily Risk Percentage charge and the
assumed 0.86% charge for the Funds' advisory fees and operating expenses.

    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.

C-1                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
    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.

C-2                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 1
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $10,000.00
                             DEATH BENEFIT OPTION A
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                     HYPOTHETICAL 0%                      HYPOTHETICAL 6%
                                 GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
                                        NET -1.36%                           NET 4.64%
             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       10,500              0      7,934.12    1,000,000           0     8,444    1,000,000
      2       21,525              0     16,177.27    1,000,000           0    17,723    1,000,000
      3       33,101          2,474     24,250.40    1,000,000       5,597    27,373    1,000,000
      4       45,256         13,069     32,122.64    1,000,000      18,323    37,377    1,000,000
      5       58,019         23,422     39,753.74    1,000,000      31,376    47,708    1,000,000
      6       71,420         33,611     47,221.43    1,000,000      44,849    58,459    1,000,000
      7       85,491         42,213     54,461.76    1,000,000      57,333    69,582    1,000,000
      8      100,266         50,580     61,467.53    1,000,000      70,198    81,086    1,000,000
      9      115,779         58,728     68,254.93    1,000,000      83,476    93,003    1,000,000
     10      132,068         66,658     74,824.01    1,000,000      97,186    105,352   1,000,000
     11      149,171         75,256     82,060.79    1,000,000     112,263    119,068   1,000,000
     12      167,130         83,545     88,989.03    1,000,000     127,779    133,223   1,000,000
     13      185,986         91,495     95,577.61    1,000,000     143,724    147,807   1,000,000
     14      205,786         99,029    101,750.54    1,000,000     160,045    162,767   1,000,000
     15      226,575        106,157    107,518.23    1,000,000     176,774    178,135   1,000,000
     16      248,404        112,827    112,826.72    1,000,000     193,882    193,882   1,000,000
     17      271,324        117,603    117,603.11    1,000,000     209,967    209,967   1,000,000
     18      295,390        121,776    121,776.02    1,000,000     226,348    226,348   1,000,000
     19      320,660        125,258    125,257.47    1,000,000     242,972    242,972   1,000,000
     20      347,193        127,940    127,939.87    1,000,000     259,773    259,773   1,000,000
     21      375,052        129,692    129,692.17    1,000,000     276,668    276,668   1,000,000
     22      404,305        130,361    130,360.78    1,000,000     293,558    293,558   1,000,000
     23      435,020        129,761    129,760.76    1,000,000     310,329    310,329   1,000,000
     24      467,271        127,677    127,677.09    1,000,000     326,848    326,848   1,000,000
     25      501,135        123,868    123,867.51    1,000,000     342,971    342,971   1,000,000
     26      536,691        118,061    118,060.61    1,000,000     358,546    358,546   1,000,000
     27      574,026        109,954    109,953.14    1,000,000     373,410    373,410   1,000,000
     28      613,227         99,213     99,212.58    1,000,000     387,398    387,398   1,000,000
     29      654,388         85,463     85,462.19    1,000,000     400,331    400,331   1,000,000
     30      697,608         68,242     68,240.98    1,000,000     411,996    411,996   1,000,000

<CAPTION>
                 HYPOTHETICAL 12%
              GROSS INVESTMENT RETURN
                    NET 10.64%
         ---------------------------------
           CASH
 POLICY  SURRENDER    ACCOUNT      DEATH
  YEAR     VALUE       VALUE      BENEFIT
 ------  ---------   ---------   ---------
 <S>     <C>         <C>         <C>
      1         0        8,954   1,000,000
      2         0       19,331   1,000,000
      3     8,974       30,750   1,000,000
      4    24,235       43,289   1,000,000
      5    40,690       57,022   1,000,000
      6    58,547       72,157   1,000,000
      7    76,528       88,777   1,000,000
      8    96,144      107,032   1,000,000
      9   117,587      127,114   1,000,000
     10   141,056      149,222   1,000,000
     11   167,720      174,525   1,000,000
     12   196,903      202,347   1,000,000
     13   228,857      232,940   1,000,000
     14   263,825      266,547   1,000,000
     15   302,164      303,525   1,000,000
     16   344,219      344,219   1,000,000
     17   389,013      389,013   1,000,000
     18   438,353      438,353   1,000,000
     19   492,745      492,745   1,000,000
     20   552,771      552,771   1,000,000
     21   619,109      619,109   1,000,000
     22   692,558      692,558   1,000,000
     23   774,068      774,068   1,000,000
     24   864,788      864,788   1,000,000
     25   966,117      966,117   1,014,423
     26  1,078,598   1,078,598   1,132,528
     27  1,202,806   1,202,806   1,262,947
     28  1,339,927   1,339,927   1,406,923
     29  1,491,255   1,491,255   1,565,817
     30  1,658,206   1,658,206   1,741,116
</TABLE>

(1) Assumes a $10,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently 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                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 2
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                           ANNUAL PREMIUM $10,000.00
                             DEATH BENEFIT OPTION A
                           GUARANTEED POLICY CHARGES

<TABLE>
<CAPTION>
                                     HYPOTHETICAL 0%                     HYPOTHETICAL 6%                   HYPOTHETICAL 12%
                                 GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                       NET -1.36%                           NET 4.64%                         NET 10.64%
             PREMIUMS      -----------------------------------   -------------------------------   ---------------------------------
            PAID PLUS        CASH                                  CASH                              CASH
 POLICY   INTEREST AT 5%   SURRENDER    ACCOUNT       DEATH      SURRENDER   ACCOUNT     DEATH     SURRENDER    ACCOUNT      DEATH
  YEAR       PER YEAR        VALUE       VALUE       BENEFIT       VALUE      VALUE     BENEFIT      VALUE       VALUE      BENEFIT
 ------   --------------   ---------   ---------   -----------   ---------   -------   ---------   ---------   ---------   ---------
 <S>      <C>              <C>         <C>         <C>           <C>         <C>       <C>         <C>         <C>         <C>
      1       10,500              0        7,889    1,000,000           0     8,397    1,000,000          0        8,905   1,000,000
      2       21,525              0       15,822    1,000,000           0    17,347    1,000,000          0       18,935   1,000,000
      3       33,101          1,739       23,515    1,000,000       4,801    26,577    1,000,000      8,116       29,892   1,000,000
      4       45,256         11,893       30,947    1,000,000      17,022    36,076    1,000,000     22,798       41,852   1,000,000
      5       58,019         21,760       38,092    1,000,000      29,492    45,824    1,000,000     38,559       54,891   1,000,000
      6       71,420         31,306       44,916    1,000,000      42,189    55,799    1,000,000     55,479       69,089   1,000,000
      7       85,491         39,129       51,378    1,000,000      53,716    65,965    1,000,000     72,278       84,527   1,000,000
      8      100,026         46,531       57,419    1,000,000      65,382    76,270    1,000,000     90,392      101,280   1,000,000
      9      115,779         53,435       62,962    1,000,000      77,114    86,641    1,000,000    109,891      119,418   1,000,000
     10      132,068         59,749       67,915    1,000,000      88,822    96,988    1,000,000    130,837      139,003   1,000,000
     11      149,171         66,327       73,132    1,000,000     101,389    108,194   1,000,000    154,320      161,125   1,000,000
     12      167,130         72,095       77,539    1,000,000     113,767    119,211   1,000,000    179,517      184,961   1,000,000
     13      185,986         76,940       81,023    1,000,000     125,839    129,922   1,000,000    206,542      210,625   1,000,000
     14      205,786         80,743       83,465    1,000,000     137,479    140,201   1,000,000    235,532      238,254   1,000,000
     15      226,575         83,353       84,714    1,000,000     148,532    149,893   1,000,000    266,631      267,992   1,000,000
     16      248,404         84,557       84,557    1,000,000     158,777    158,777   1,000,000    299,977      299,977   1,000,000
     17      271,324         82,635       82,635    1,000,000     166,493    166,493   1,000,000    334,286      334,286   1,000,000
     18      295,390         78,717       78,717    1,000,000     172,789    172,789   1,000,000    371,165      371,165   1,000,000
     19      320,660         72,233       72,233    1,000,000     177,100    177,100   1,000,000    410,709      410,709   1,000,000
     20      347,193         62,599       62,599    1,000,000     178,832    178,832   1,000,000    453,133      453,133   1,000,000
     21      375,052         49,176       49,176    1,000,000     177,325    177,325   1,000,000    498,785      498,785   1,000,000
     22      404,305         31,244       31,244    1,000,000     171,826    171,826   1,000,000    548,174      548,174   1,000,000
     23      435,020          7,994        7,994    1,000,000     161,471    161,471   1,000,000    602,033      602,033   1,000,000
     24      467,271             (*)          (*)          (*)    145,242    145,242   1,000,000    661,374      661,374   1,000,000
     25      501,135             (*)          (*)          (*)    121,812    121,812   1,000,000    727,531      727,531   1,000,000
     26      536,691             (*)          (*)          (*)     89,359    89,359    1,000,000    802,276      802,276   1,000,000
     27      574,026             (*)          (*)          (*)     45,406    45,406    1,000,000    888,044      888,044   1,000,000
     28      613,227             (*)          (*)          (*)         (*)       (*)          (*)   987,862      987,862   1,037,256
     29      654,388             (*)          (*)          (*)         (*)       (*)          (*)  1,098,948   1,098,948   1,153,895
     30      697,608             (*)          (*)          (*)         (*)       (*)          (*)  1,220,649   1,220,649   1,281,681
</TABLE>

(1) Assumes a $10,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently 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.

(*) Policy terminates unless additional premiums are paid.

    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                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 3
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $12,000.00
                             DEATH BENEFIT OPTION B
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                     HYPOTHETICAL 0%                      HYPOTHETICAL 6%
                                 GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
                                        NET -1.36%                           NET 4.64%
             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       12,600              0      9,803.27    1,009,803           0    10,427    1,010,427
      2       25,830              0     19,889.51    1,019,890           0    21,780    1,021,780
      3       39,722          8,003     29,778.81    1,029,779      11,822    33,598    1,033,598
      4       54,308         20,385     39,438.58    1,039,439      26,812    45,866    1,045,866
      5       69,623         32,494     48,825.59    1,048,826      42,226    58,558    1,058,558
      6       85,704         44,410     58,019.61    1,058,020      58,161    71,771    1,071,771
      7      102,589         54,703     66,952.22    1,066,952      73,208    85,457    1,085,457
      8      120,319         64,726     75,614.02    1,075,614      88,735    99,623    1,099,623
      9      138,935         74,494     84,020.59    1,084,021     104,778    114,305   1,114,305
     10      158,481         84,004     92,170.42    1,092,170     121,355    129,521   1,129,521
     11      179,006         94,136    100,941.39    1,100,941     139,393    146,198   1,146,198
     12      200,556        103,909    109,352.79    1,109,353     157,958    163,402   1,163,402
     13      223,184        113,284    117,367.23    1,117,367     177,029    181,112   1,181,112
     14      246,943        122,175    124,896.76    1,124,897     196,534    199,256   1,199,256
     15      271,890        130,588    131,949.04    1,131,949     215,494    217,855   1,217,855
     16      298,084        138,460    138,459.68    1,138,460     236,856    236,856   1,236,856
     17      325,589        144,342    144,342.33    1,144,342     256,183    256,183   1,256,183
     18      354,468        149,512    149,512.06    1,149,512     275,753    275,753   1,275,753
     19      384,791        153,865    153,865.15    1,153,865     295,461    295,461   1,295,461
     20      416,631        157,276    157,276.13    1,157,276     315,172    315,172   1,315,172
     21      450,063        159,594    159,594.12    1,159,594     334,718    334,718   1,334,718
     22      485,166        160,646    160,645.39    1,160,646     353,896    353,896   1,353,896
     23      522,024        160,225    160,225.13    1,160,225     372,461    372,461   1,372,461
     24      560,725        158,102    158,102.17    1,158,102     390,124    390,124   1,390,124
     25      601,361        154,027    154,026.25    1,154,027     406,562    406,562   1,406,562
     26      644,030        147,732    147,731.53    1,147,732     421,417    421,417   1,421,417
     27      688,831        138,941    138,940.27    1,138,941     434,297    434,297   1,434,297
     28      735,873        127,375    127,374.16    1,127,375     444,790    444,790   1,444,790
     29      785,266        112,748    112,747.31    1,112,748     452,451    452,451   1,452,451
     30      837,129         94,736     94,735.15    1,094,736     456,770    456,770   1,456,770

<CAPTION>
                 HYPOTHETICAL 12%
              GROSS INVESTMENT RETURN
                    NET 10.64%
         ---------------------------------
           CASH
 POLICY  SURRENDER    ACCOUNT      DEATH
  YEAR     VALUE       VALUE      BENEFIT
 ------  ---------   ---------   ---------
 <S>     <C>         <C>         <C>
      1         0       11,051   1,011,051
      2         0       23,746   1,023,746
      3    15,953       37,729   1,037,729
      4    34,044       53,098   1,053,098
      5    53,620       69,952   1,069,952
      6    74,920       88,530   1,088,530
      7    96,690      108,939   1,108,939
      8   120,473      131,361   1,131,361
      9   146,495      156,022   1,156,022
     10   174,989      183,155   1,183,155
     11   207,150      213,955   1,213,955
     12   242,333      247,777   1,247,777
     13   280,813      284,896   1,284,896
     14   322,844      325,566   1,325,566
     15   368,802      370,163   1,370,163
     16   419,032      419,032   1,419,032
     17   472,527      472,527   1,472,527
     18   531,041      531,041   1,531,041
     19   594,988    1,594,988   1,594,988
     20   664,801      664,801   1,664,801
     21   740,930      740,930   1,740,930
     22   823,848      823,848   1,823,848
     23   914,041      914,041   1,914,041
     24  1,012,018   1,012,018   2,012,018
     25  1,118,318   1,118,318   2,118,318
     26  1,233,517   1,233,517   2,233,517
     27  1,358,237   1,358,237   2,358,237
     28  1,493,162   1,493,162   2,493,162
     29  1,639,038   1,639,038   2,639,038
     30  1,796,646   1,796,646   2,796,646
</TABLE>

(1) Assumes a $12,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently 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                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<PAGE>
                                    TABLE 4
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
            FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
MALE, PREFERRED, AGE 55, NON TOBACCO; AND FEMALE, STANDARD, AGE 55, NON TOBACCO
                        $1,000,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM $12,000.00
                             DEATH BENEFIT OPTION B
                           GUARANTEED POLICY CHARGES
<TABLE>
<CAPTION>
                                     HYPOTHETICAL 0%                      HYPOTHETICAL 6%
                                 GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
                                        NET -1.36%                           NET 4.64%
             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       12,600              0         9,718    1,009,718           0    10,337    1,010,337
      2       25,830              0        19,453    1,019,453           0    21,316    1,021,316
      3       39,722          7,144        28,920    1,028,920      10,887    32,663    1,032,663
      4       54,308         19,040        38,094    1,038,094      25,314    44,368    1,044,368
      5       69,623         30,613        46,945    1,046,945      40,080    56,412    1,056,412
      6       85,704         41,827        55,437    1,055,437      55,157    68,767    1,068,767
      7      102,589         51,274        63,523    1,063,523      69,147    81,396    1,081,396
      8      120,319         60,249        71,137    1,071,137      83,349    94,237    1,094,237
      9      138,935         68,667        78,194    1,078,194      97,679    107,206   1,107,206
     10      158,481         76,423        84,589    1,084,589     112,026    120,192   1,120,192
     11      179,006         84,359        91,164    1,091,164     127,252    134,057   1,134,057
     12      200,556         91,385        96,829    1,096,829     142,273    147,717   1,147,717
     13      223,184         97,374       101,457    1,101,457     156,938    161,021   1,161,021
     14      246,943        102,194       104,916    1,104,916     171,077    173,799   1,173,799
     15      271,890        105,681       107,042    1,107,042     184,482    185,843   1,185,843
     16      298,084        107,609       107,609    1,107,609     196,867    196,867   1,196,867
     17      325,589        106,238       106,238    1,106,238     206,410    206,410   1,206,410
     18      354,468        102,707       102,707    1,102,707     214,148    214,148   1,214,148
     19      384,791         96,448        96,448    1,096,448     219,378    219,378   1,219,378
     20      416,631         86,917        86,917    1,086,917     221,387    221,387   1,221,387
     21      450,063         73,572        73,572    1,073,572     219,418    219,418   1,219,418
     22      485,166         55,867        55,867    1,055,867     212,671    212,671   1,212,671
     23      522,024         33,272        33,272    1,033,272     200,316    200,316   1,200,316
     24      560,725          5,276         5,276    1,005,276     181,496    181,496   1,181,496
     25      601,361             (*)           (*)     971,266     155,205    155,205   1,155,205
     26      644,030             (*)           (*)     930,446     120,188    120,188   1,120,188
     27      688,831             (*)           (*)     881,832      74,930    74,930    1,074,930
     28      735,873             (*)           (*)     824,232      17,614    17,614    1,017,614
     29      785,266             (*)           (*)     756,297          (*)       (*)     946,165
     30      837,129             (*)           (*)     676,850          (*)       (*)     858,565

<CAPTION>
                 HYPOTHETICAL 12%
              GROSS INVESTMENT RETURN
                    NET 10.64%
         ---------------------------------
           CASH
 POLICY  SURRENDER    ACCOUNT      DEATH
  YEAR     VALUE       VALUE      BENEFIT
 ------  ---------   ---------   ---------
 <S>     <C>         <C>         <C>
      1         0       10,957   1,010,957
      2         0       23,254   1,023,254
      3    14,939       36,715   1,036,715
      4    32,379       51,433   1,051,433
      5    51,175       67,507   1,067,507
      6    71,426       85,036   1,085,036
      7    91,872      104,121   1,104,121
      8   113,964      124,852   1,124,852
      9   137,778      147,305   1,147,305
     10   163,380      171,546   1,171,546
     11   191,845      198,650   1,198,650
     12   222,321      227,765   1,227,765
     13   254,874      258,957   1,258,957
     14   289,568      292,290   1,292,290
     15   326,441      327,802   1,327,802
     16   365,465      365,465   1,365,465
     17   405,084      405,084   1,405,084
     18   446,602      446,602   1,446,602
     19   489,585      489,585   1,489,585
     20   533,574      533,574   1,533,574
     21   578,053      578,053   1,578,053
     22   622,439      622,439   1,622,439
     23   666,099      666,099   1,666,099
     24   708,342      708,342   1,708,342
     25   748,293      748,293   1,748,293
     26   784,776      784,776   1,784,776
     27   816,283      816,283   1,816,283
     28   840,908      840,908   1,840,908
     29   856,365      856,365   1,856,365
     30   860,281      860,281   1,860,281
</TABLE>

(1) Assumes a $12,000.00 premium is paid at the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequently 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.

(*) Policy terminates unless additional premiums are paid.

    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-6                      FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<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 Securities and Exchange Commission 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

                         FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
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                                         Sun Life
                                         of Canada (U.S.)



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