SUN LIFE OF CANADA U S VARIABLE ACCOUNT F
485BPOS, 2000-03-31
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<PAGE>

  As Filed with the Securities and Exchange Commission on March 31, 2000


                                                      REGISTRATION NO. 333-82957
                                                                       811-05846
- --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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

                                      FORM N-4

                           POST-EFFECTIVE AMENDMENT NO. 2

                                         TO

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       /X/

                                        AND

                                 AMENDMENT NO. 24 TO

                    REGISTRATION STATEMENT UNDER THE INVESTMENT
                                COMPANY ACT OF 1940                         /X/

                    SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
                             (Exact Name of Registrant)

                    SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                                (Name of Depositor)

                            ONE SUN LIFE EXECUTIVE PARK
                        WELLESLEY HILLS, MASSACHUSETTS 02481
                (Address of Depositor's Principal Executive Offices)

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


             EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL
                    SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                                  ONE COPLEY PLACE
                            BOSTON, MASSACHUSETTS 02116
                      (Name and Address of Agent for Service)

                            COPIES OF COMMUNICATIONS TO:
                                JOAN E. BOROS, ESQ.
                 JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
                         1025 THOMAS JEFFERSON STREET, N.W.
                                  SUITE 400 EAST
                            WASHINGTON, D.C. 20007-0805



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

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

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

  /X/  ON APRIL 10, 2000 PURSUANT TO PARAGRAPH (b) OF RULE 485

  / /  60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) OF RULE 485

  / /  ON (DATE) PURSUANT TO PARAGRAPH (a)(1) OF RULE 485

IF APPROPRIATE CHECK THE FOLLOWING BOX:

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

<PAGE>

                                       PART A

                        INFORMATION REQUIRED IN A PROSPECTUS

    Attached hereto and made a part hereof is the Prospectus dated April 10,
2000 for each of:

                  Futurity Accolade Variable and Fixed Annuity

                  MFS Regatta Extra Variable and Fixed Annuity
<PAGE>
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                                                  APRIL 10, 2000


                                    PROFILE

                               FUTURITY ACCOLADE
                               VARIABLE AND FIXED
                                    ANNUITY


      THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.



      1. THE ANNUITY CONTRACT



      The Futurity Accolade Annuity ("Contract") is a flexible payment deferred
annuity contract ("Contract") designed for use in connection with retirement and
deferred compensation plans, some of which may qualify for favorable federal
income tax treatment. The Contract is intended to help you achieve your
retirement savings or other long-term investment goals.


      The Contract has two phases: an Accumulation Phase and an Income Phase.
During the Accumulation Phase you make payments into the Contract; any
investment earnings under your Contract accumulate on a tax-deferred basis and
are taxed as income only when withdrawn. During the Income Phase, we make
annuity payments in amounts determined in part by the amount of money you have
accumulated under your Contract during the Accumulation Phase. You choose when
the Income Phase begins.

      You may choose among 35 variable investment options and a range of fixed
interest options. For a variable investment return you choose one or more
Sub-Accounts in our Variable Account, each of which invests in shares of a
corresponding mutual fund or series thereof (collectively, the "Funds") listed
in Section 4. The value of any portion of your Contract allocated to the
Sub-Accounts will fluctuate up or down depending on the performance of the Funds
you select, and you may experience losses. For a fixed interest rate, you may
choose one or more Guarantee Periods offered in our Fixed Account, each of which
earns its own Guaranteed Interest Rate if you keep your money in that Guarantee
Period for the specified length of time. In addition, your Contract will be
credited with extra interest at the time you purchase your Contract.

      The Contract is designed to meet your need for investment flexibility.
Over the life of your Contract, you may allocate amounts among as many as 18 of
the available variable and fixed options. Until we begin making annuity payments
under your Contract, you can, subject to certain limitations, transfer money
between options up to 12 times each year without a transfer charge or adverse
tax consequences.

      2. ANNUITY PAYMENTS (THE INCOME PHASE)

      Just as you can elect to have your Contract value accumulate on either a
variable or fixed basis, or a combination of both, you can elect to receive
annuity payments on either a variable or fixed basis or both. If you choose to
have any part of your annuity payments come from the Sub-Accounts, the dollar
amount of your annuity payments may fluctuate.

      The Contract offers a variety of annuity options. You can select from
among the following methods of receiving either variable or fixed annuity
payments under your Contract: (1) monthly payments continuing for your lifetime
(assuming you are the annuitant); (2) monthly payments for your lifetime, but
with payments continuing to your chosen beneficiary for 5, 10, 15 or 20 years
after your first payment if you die before the end of the period you have
selected; (3) monthly payments for your lifetime and the life of another person
(usually your spouse) you have chosen; and (4) monthly payments for a specified
number of years (from 10 to 30), with a cash-out option for variable payments.
We may also agree to other annuity options at our discretion.

      Once the Income Phase begins, you cannot change your choice of annuity
payment method.
<PAGE>
      3. PURCHASING A CONTRACT


      You may purchase a Contract for $10,000 or more, under most circumstances.
You may increase the value of your investment by adding $1,000 or more at any
time during the Accumulation Phase. We may waive these limits. We will not
accept a purchase payment if your account value is over $1 million, or if the
purchase payment would cause your account value to exceed $1 million, unless we
have approved the payment in advance.



      4. ALLOCATION OPTIONS


      You can allocate your money among Sub-Accounts investing in the following
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
THE ALGER AMERICAN FUND                        Massachusetts Investors Growth Stock Series
  Growth Portfolio                             Massachusetts Investors Trust Series
  Income and Growth Portfolio                  New Discovery Series
  Small Capitalization Portfolio               Total Return Series
GOLDMAN SACHS VARIABLE INSURANCE TRUST         Utilities Series
("VIT")                                        OCC ACCUMULATION TRUST
  VIT CORE-SM- Large Cap Growth Fund           Equity Portfolio
  VIT CORE-SM- Small Cap Equity Fund           Managed Portfolio
  VIT CORE-SM- U.S. Equity Fund                Mid Cap Portfolio
  VIT Growth and Income Fund                   Small Cap Portfolio
  VIT International Equity Fund                SUN CAPITAL ADVISERS TRUST
J.P. MORGAN SERIES TRUST II                    Sun Capital Blue Chip Mid Cap Fund
  J.P. Morgan International Opportunities      Sun Capital Investment Grade Bond Fund
  Portfolio                                    Sun Capital Investors Foundation Fund
  J.P. Morgan Small Company Portfolio          Sun Capital Money Market Fund
  J.P. Morgan U.S. Disciplined Equity          Sun Capital Real Estate Fund
Portfolio                                      Sun Capital Select Equity Fund
LORD ABBETT SERIES FUND, INC.
  Growth and Income Portfolio
</TABLE>


      Market conditions will determine the value of an investment in any Fund.
Each Fund is described in the relevant Fund prospectus.

      In addition to these variable options, you may also allocate your money to
one or more of the Guarantee Periods we make available. For each Guarantee
Period, we offer a Guaranteed Interest Rate for the specified length of time.


      5. EXPENSES


      The charges under the Contracts are as follows:

      During the first 5 years of a Contract, we impose an annual Account Fee
equal to $35. After the fifth year, we may change this fee annually, but it will
never exceed $50. During the Income Phase, the annual Account Fee is $35. We
also deduct insurance charges (which include an administrative expense charge)
equal to 1.45% per year of the average daily value of the Contract allocated
among the Sub-Accounts.

      If you elect one or more optional death benefit riders, we will deduct an
additional charge per year, depending upon the number of riders you elect, as
follows:

<TABLE>
<CAPTION>
   NUMBER OF       % OF AVERAGE
RIDERS YOU ELECT   DAILY VALUE
- ----------------   ------------
<S>                <C>
     1                 0.15%
     2                 0.25%
     3                 0.40%
</TABLE>

                                       2
<PAGE>
      No optional death benefit is offered if you are 80 or older at issue.


      There are no sales charges when you purchase your Contract. However, if
you withdraw money from your Contract, we will, with certain exceptions, impose
a withdrawal charge. Your Contract allows a "free withdrawal amount," which you
may withdraw before you incur the withdrawal charge. The rest of your withdrawal
is subject to a withdrawal charge equal to a percentage of each purchase payment
you withdraw. Each payment begins a new 7-year period and moves down a declining
surrender charge scale at each Account Anniversary. Payments received during the
current Account Year will be charged 8%, if withdrawn. On your next scheduled
Account Anniversary, that payment, along with any other payments made during
that Account Year, will be considered to be in their second Account Year and
will have an 8% withdrawal charge. On the next Account Anniversary, these
payments will move into their third Account Year and will have a withdrawal
charge of 7%, if withdrawn. This withdrawal charge decreases according to the
number of Account Years the purchase payment has been held in your Account. The
declining scale is as follows:


<TABLE>
<CAPTION>
NUMBER OF ACCOUNT YEARS
  PAYMENT HAS BEEN IN
     YOUR CONTRACT         WITHDRAWAL CHARGE
- ------------------------   -----------------
<S>                        <C>
        0-1                        8%
        1-2                        8%
        2-3                        7%
        3-4                        7%
        4-5                        6%
        5-6                        5%
        6-7                        4%
        7+                         0%
</TABLE>

      If you withdraw, transfer, or annuitize money allocated to a Guarantee
Period more than 30 days before the expiration date of the Guarantee Period, the
amount will be subject to a Market Value Adjustment. This adjustment reflects
the relationship between our current Guaranteed Interest Rates and the
Guaranteed Interest Rate applicable to the amount being withdrawn. Generally, if
your Guaranteed Interest Rate is lower than the relevant current rate, then the
adjustment will decrease your Contract value. Conversely, if your Guaranteed
Interest Rate is higher than the relevant current rate, the adjustment will
increase your Contract value. The Market Value Adjustment will not apply to the
withdrawal of interest credited during the current Account Year, or to transfers
as part of our dollar-cost averaging program.


      In addition to the charges we impose under the Contracts, there are
charges (which include management fees and operating expenses) imposed by each
Fund, which range from 0.51% to 1.35% of the average net assets of the Fund,
depending upon which Funds you have selected. The investment advisers to some of
the Funds have agreed to waive or reimburse a portion of expenses for some of
the Funds; without this agreement, Fund expenses could be higher. Some of these
agreements may be terminated at any time.


      The following chart is designed to help you understand the expenses you
will incur under your Contract, if you invest in one or more of the
Sub-Accounts. The column "Total Annual Expenses" shows the sum of the "Total
Annual Insurance Charges," as defined just above the chart, and the total
expenses (net of any applicable expense reimbursement and/or fee waiver) for
each Fund. The next two columns show two examples of the expenses, in dollars,
you would pay under a Contract. The examples assume that you invested $1,000 in
a Contract that earns 5% annually and that you withdraw your money (1) at the
end of one year or (2) at the end of 10 years. For the first year, the Total
Annual Expenses are deducted, as well as withdrawal charges. For year 10, the
example shows the aggregate of all of the annual expenses deducted for the 10
years, but there is no withdrawal charge.


      During the Accumulation Phase, "Total Annual Insurance Charges" of 1.55%
as shown in the table below include the insurance charges of 1.45% of your daily
net assets (1.30% for mortality and


                                       3
<PAGE>

expense risks and 0.15% for administrative expenses) plus an additional 0.10%,
which is used to represent the $35 annual Account Fee based on an assumed
Contract value of $35,000. The actual impact of the Account Fee may be greater
or less than 0.10%, depending upon the value of your Contract.



<TABLE>
<CAPTION>
                                                                                                       EXAMPLES:
                                                       TOTAL ANNUAL   TOTAL ANNUAL     TOTAL         TOTAL EXPENSES
                                                        INSURANCE        SERIES        ANNUAL            AT END
SUB-ACCOUNT                                              CHARGES        EXPENSES      EXPENSES     1 YEAR    10 YEARS
- -----------                                            ------------   ------------   ----------   --------   ---------
<S>                                                    <C>            <C>            <C>          <C>        <C>
AIM V.I. Capital Appreciation Fund                         1.55%          0.73%         2.28%       $ 96       $270
AIM V.I. Growth Fund                                       1.55%          0.73%         2.28%       $ 96       $270
AIM V.I. Growth and Income Fund                            1.55%          0.77%         2.32%       $ 96       $274
AIM V.I. International Equity Fund                         1.55%          0.97%         2.52%       $ 98       $295
Alger American Growth Portfolio                            1.55%          0.79%         2.34%       $ 96       $276
Alger American Income and Growth Portfolio                 1.55%          0.70%         2.25%       $ 95       $267
Alger American Small Capitalization Portfolio              1.55%          0.90%         2.45%       $ 97       $288
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund           1.55%          0.90%         2.45%       $ 97       $288
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund           1.55%          1.00%         2.55%       $ 98       $298
Goldman Sachs VIT CORE-SM- U.S. Equity Fund                1.55%          0.90%         2.45%       $ 97       $288
Goldman Sachs VIT Growth and Income Fund                   1.55%          1.00%         2.55%       $ 98       $298
Goldman Sachs VIT International Equity Fund                1.55%          1.35%         2.90%       $102       $333
J.P. Morgan International Opportunities Portfolio          1.55%          1.20%         2.75%       $100       $318
J.P. Morgan Small Company Portfolio                        1.55%          1.15%         2.70%       $100       $313
J.P. Morgan U.S. Disciplined Equity Portfolio              1.55%          0.85%         2.40%       $ 97       $283
Lord Abbett Growth and Income Portfolio                    1.55%          0.51%         2.06%       $ 93       $247
MFS/Sun Life Capital Appreciation Series                   1.55%          0.76%         2.31%       $ 96       $273
MFS/Sun Life Emerging Growth Series                        1.55%          0.75%         2.30%       $ 96       $272
MFS/Sun Life Government Securities Series                  1.55%          0.61%         2.16%       $ 94       $258
MFS/Sun Life High Yield Series                             1.55%          0.83%         2.38%       $ 97       $281
MFS/Sun Life Massachusetts Investors Growth Stock
 Series                                                    1.55%          0.83%         2.38%       $ 97       $281
MFS/Sun Life Massachusetts Investors Trust Series          1.55%          0.59%         2.14%       $ 94       $255
MFS/Sun Life New Discovery Series                          1.55%          1.06%         2.61%       $ 99       $304
MFS/Sun Life Total Return Series                           1.55%          0.69%         2.24%       $ 95       $266
MFS/Sun Life Utilities Series                              1.55%          0.81%         2.36%       $ 96       $279
OCC Equity Portfolio                                       1.55%          0.91%         2.46%       $ 97       $289
OCC Managed Portfolio                                      1.55%          0.83%         2.38%       $ 97       $281
OCC Mid Cap Portfolio                                      1.55%          1.03%         2.58%       $ 99       $301
OCC Small Cap Portfolio                                    1.55%          0.89%         2.44%       $ 97       $287
Sun Capital Blue Chip Mid Cap Fund                         1.55%          1.00%         2.55%       $ 96       $298
Sun Capital Investment Grade Bond Fund                     1.55%          0.75%         2.30%       $ 96       $272
Sun Capital Investors Foundation Fund                      1.55%          0.90%         2.45%       $ 97       $288
Sun Capital Money Market Fund                              1.55%          0.65%         2.20%       $ 95       $262
Sun Capital Real Estate Fund                               1.55%          1.25%         2.80%       $101       $323
Sun Capital Select Equity Fund                             1.55%          0.90%         2.45%       $ 97       $288
</TABLE>


      For more detailed information about Contract fees and expenses, please
refer to the fee table and discussion of Contract charges contained in the full
Prospectus which accompanies this Profile.


      6. TAXES



      Under current federal tax laws, your earnings are not taxed until you take
them out of your Contract. If you take money out, earnings come out first and
are taxed as income. If your Contract is funded with pre-tax or tax deductible
dollars (such as with a pension or IRA contribution) -- we call this a Qualified
Contract -- your entire withdrawal will be taxable. If you are younger than
59 1/2 when you take money out, you may be charged a 10% federal penalty tax on
the earnings. Annuity payments during the Income Phase are considered in part a
return of your original investment. That portion of each payment is not taxable,
except under a Qualified Contract, in which case the entire payment will be
taxable. In all cases, you should consult with your tax adviser for specific tax
information.



      Different laws apply if your Contract is issued in Puerto Rico. Under the
tax laws of Puerto Rico, when an annuity payment is made under your Contract,
your annuitant or any other payee is required to include as gross income the
portion of each annuity payment equal to 3% of the aggregate purchase payments
you made under the Contract. The amount if any, in excess of the included amount
is excluded from gross income. After an amount equal to the aggregate amount
excluded from gross


                                       4
<PAGE>

income has been received, all of the annuity payments are considered to be
taxable income. You should consult with your tax adviser for specific tax
information.



      7. ACCESS TO YOUR MONEY


      You can withdraw money from your Contract at any time during the
Accumulation Phase. You may withdraw a portion of the value of your Contract in
each year without the imposition of the withdrawal charge -- the amount of all
purchase payments you made prior to the last 7 years and have not withdrawn plus
the greater of (1) your Contract's earnings in the prior Account Year and (2)
10% of all purchase payments you have made in the last 7 years. All other
purchase payments you withdraw will be subject to a withdrawal charge ranging
from 8% to 4%. You may also be required to pay income tax and possible tax
penalties on any money you withdraw.

      We do not assess a withdrawal charge upon annuitization or transfers. In
certain circumstances, we will waive the withdrawal charges for a full or
partial withdrawal when you are confined to an eligible nursing home. In
addition, there may be other circumstances under which we may waive the
withdrawal charge.

      In addition to the withdrawal charge, amounts you withdraw, transfer or
annuitize from the Fixed Account before your Guarantee Period has ended may be
subject to a Market Value Adjustment.


      8. PERFORMANCE



      If you invest in one or more Sub-Accounts, the value of your Contract will
increase or decrease depending upon the investment performance of the Funds you
choose.



<TABLE>
<CAPTION>
                                                                PERIOD ENDED
SUB-ACCOUNT                                                   DECEMBER 31, 1999
- -----------                                                   -----------------
<S>                                                           <C>
AIM V.I. Capital Appreciation Fund                                  37.46%
AIM V.I. Growth Fund                                                26.22%
AIM V.I. Growth and Income Fund                                     27.25%
AIM V.I. International Equity Fund                                  38.42%
Alger American Growth Portfolio                                     24.94%
Alger American Income and Growth Portfolio                          39.65%
Alger American Small Capitalization Portfolio                       33.87%
Goldman Sachs VIT CORE(SM) Large Cap Growth Fund                    26.15%
Goldman Sachs VIT CORE(SM) Small Cap Equity Fund                    20.38%
Goldman Sachs VIT CORE(SM) U.S. Equity Fund                         17.73%
Goldman Sachs VIT Growth and Income Fund                            12.06%
Goldman Sachs VIT International Equity Fund                         20.98%
J.P. Morgan International Opportunities Portfolio                   17.68%
J.P. Morgan Small Company Portfolio                                 37.12%
J.P. Morgan U.S. Disciplined Equity Portfolio                       15.32%
Lord Abbett Growth and Income Portfolio                             14.17%
MFS/Sun Life Capital Appreciation Series                            34.44%
MFS/Sun Life Emerging Growth Series                                 58.65%
MFS/Sun Life Government Securities Series                          (0.04)%
MFS/Sun Life High Yield Series                                       2.89%
MFS/Sun Life Massachusetts Investors Growth Stock Series            31.03%
MFS/Sun Life Massachusetts Investors Trust Series                   14.11%
MFS/Sun Life New Discovery Series                                   58.59%
MFS/Sun Life Total Return Series                                     4.57%
MFS/Sun Life Utilities Series                                       20.31%
OCC Equity Portfolio                                                 7.14%
OCC Managed Portfolio                                                5.85%
OCC Mid Cap Portfolio                                               25.62%
OCC Small Cap Portfolio                                              5.55%
Sun Capital Blue Chip Mid Cap Fund                                  32.13%
Sun Capital Investment Grade Bond Fund                               0.22%
Sun Capital Investors Foundation Fund                               19.05%
Sun Capital Money Market Fund                                        0.78%
Sun Capital Real Estate Fund                                         3.02%
Sun Capital Select Equity Fund                                      35.39%
</TABLE>


                                       5
<PAGE>

      9. DEATH BENEFIT


      If you die before the Contract reaches the Income Phase, the beneficiary
will receive a death benefit. To calculate the death benefit, we use a "Death
Benefit Date," which is the earliest date we have both due proof of death and a
written request specifying the manner of payment.

      BASIC DEATH BENEFIT

      If you were 85 or younger when we issued your Contract, the death benefit
is the greatest of:

     (1) the value of the Contract on the Death Benefit Date;

     (2) the amount we would pay in the event of a full surrender of the
        Contract on the Death Benefit Date; and

     (3) your total purchase payments (adjusted for partial withdrawals)
        calculated as of the Death Benefit Date.


      If you were 86 or older when we issued your Contract, the death benefit is
equal to the amount set forth in (2) above. Because this amount will reflect any
applicable withdrawal charges and Market Value Adjustment, it may be less than
your Account value.


      OPTIONAL DEATH BENEFIT RIDERS

      Subject to availability in your state, if you are 79 or younger when we
issue your Contract, you may enhance this basic death benefit by electing one or
more of the following optional death benefit riders: the Maximum Anniversary
Account Value Rider, the Earnings Enhancement Rider, and the 5% Premium Roll-Up
Rider.

      MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER

      If you elect the Maximum Anniversary Account Value Rider, the death
benefit is the greater of:

     - any death benefit amounts payable under (1), (2) or (3) above, or

     - your highest Contract value on any Account Anniversary before your 81st
       birthday, adjusted for any subsequent purchase payments, partial
       withdrawals, and charges made between that Account Anniversary and the
       Death Benefit Date.

      5% PREMIUM ROLL-UP RIDER

      If you elect the 5% Premium Roll-Up Rider, the death benefit is


     - the greatest of any death benefit amounts payable under (1), (2) or
       (3) above, or


     - the sum of your total purchase payment plus interest accruals, adjusted
       for partial withdrawals.


      Under this rider, interest accrues at a rate of 5% per year on purchase
payments and transfers to the Variable Account while they remain in the Variable
Account. The 5% accruals will continue until the earlier of:



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


     - the day the death benefit amount under this rider equals twice the total
       of the purchase payments and transferred amounts adjusted for
       withdrawals.

      Net Purchase Payments under this rider will be adjusted for all partial
withdrawals as described in "Calculating the Death Benefit."

                                       6
<PAGE>
      EARNINGS ENHANCEMENT RIDER

      If you elect the Earnings Enhancement Rider and you are 69 or younger when
we issue your Contract, the death benefit is:


     - the greatest of any death benefit amounts payable under (1), (2) or
       (3) above, plus



     - 40% of the lesser of your net purchase payments or your Account value
       minus net purchase payments, calculated as of the Death Benefit Date.


      If you elect the Earnings Enhancement Rider, and you are between the ages
of 70 and 79 when we issue your Contract, the death benefit is:


     - the greatest of any death benefit amounts payable under (1), (2) or
       (3) above, plus


     - 25% of the lesser of your net purchase payment or your Account Value
       minus net purchase payments, calculated as of the Death Benefit Date.

      SELECTING MULTIPLE DEATH BENEFIT RIDERS

      If you elect more than one death benefit rider, the death benefit will be
calculated as follows:


     1)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH 5% PREMIUM
        ROLL-UP RIDER: The death benefit will equal the greater of the death
        benefit under the Maximum Anniversary Account Value Rider or the death
        benefit under the 5% Premium Roll-Up Rider.


     2)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH EARNINGS
        ENHANCEMENT RIDER: The death benefit will equal the death benefit under
        the Maximum Anniversary Account Value Rider, PLUS the amount calculated
        under the Earnings Enhancement Rider. The death benefit under the
        Earnings Enhancement Rider is calculated using the Account Value before
        the application of the Maximum Anniversary Account Rider.

     3)  EARNINGS ENHANCEMENT RIDER COMBINED WITH 5% PREMIUM ROLL-UP RIDER: The
        death benefit will equal the death benefit under the 5% Premium Roll-Up
        Rider, PLUS the amount calculated under the Earnings Enhancement Rider.
        The death benefit under the Earnings Enhancement Rider is calculated
        using the Account Value before the application of the 5% Premium Roll-Up
        Rider.

     4)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH BOTH THE EARNINGS
        ENHANCEMENT RIDER AND THE 5% PREMIUM ROLL-UP RIDER: The death benefit
        will equal the greater of the death benefit under the Maximum
        Anniversary Account Value Rider or the death benefit under the 5%
        Premium Roll-Up Rider, PLUS the amount calculated under the Earnings
        Enhancement Rider. The death benefit under the Earnings Enhancement
        Rider is calculated using the Account Value before the application of
        the 5% Premium Roll-Up Rider and that of the Maximum Anniversary Account
        Value Rider.


      If your spouse is the sole beneficiary, your spouse may elect to continue
the Contract. The death benefit amount described above will be your new Account
value as of the Death Benefit Date. For purposes of calculating future death
benefits, your age and the original issue date will be used to determine
applicable expense and death benefit amounts.



      10. OTHER INFORMATION



      PURCHASE PAYMENT INTEREST. We credit your Contract with interest at a rate
of 2% to 5% of each purchase payment based upon the interest rate option you
chose when you apply for your Contract. In the future, we may make additional
interest rate options available, at our discretion, to new Participants.



      FREE LOOK. Depending upon applicable state or federal law, if you cancel
your Contract within 10 days after receiving it we will send you the value of
your Contract less any "adjusted" purchase payment interest as of the day we
received your cancellation request (this may be more or less than the


                                       7
<PAGE>

original purchase payment) and we will not deduct a withdrawal charge. However,
based upon applicable state or federal law, we will refund the full amount of
any purchase payment(s) we receive and the "free look" period may be greater
than 10 days.


      NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, avoiding probate does not
mean that the beneficiary will not have a tax liability as a result of receiving
the death benefit.


      WHO SHOULD PURCHASE A CONTRACT? The Contract is designed for those seeking
long-term tax-deferred accumulation of assets and annuity features, generally
for retirement or other long-term investment purposes. The tax-deferred feature
is most attractive to purchasers in high federal and state income tax brackets.
You should note that qualified retirement investments automatically provide tax
deferral regardless of whether or not the underlying contract is an annuity. You
should not buy a Contract if you are looking for a short-term investment or if
you do not wish to risk a decrease in the value of your investment.



      CONFIRMATIONS AND QUARTERLY STATEMENTS. You will receive a confirmation or
an acknowledgment of transactions within your Contract, except for those
transactions which are part of an automated program, such as Dollar-Cost
Averaging, Asset Allocation, Systematic Withdrawal and/or Portfolio Rebalancing.
On a quarterly basis, you will receive a complete statement of your transactions
over the past quarter and a summary of your Account values at the end of that
period.



      ADDITIONAL FEATURES. The Contract offers the following additional
convenient features, which you may choose at no extra charge. These features may
be started or discontinued at any time by either you or the Company with at
least 30 days notice.



      DOLLAR-COST AVERAGING -- This program lets you invest gradually in up to
12 Sub-Accounts.


      ASSET ALLOCATION -- This program rebalances your Account balance based on
the terms of the program. Different asset allocation models may be available
over the lifetime of the Contract; however, only one program can be in effect at
any one time.

      SYSTEMATIC WITHDRAWAL AND INTEREST OUT PROGRAM -- These programs allow you
to receive monthly, quarterly, semi-annual or annual payments during the
Accumulation Phase.

      PORTFOLIO REBALANCING PROGRAMS -- Under this program, we automatically
reallocate your investments in the Sub-Accounts to maintain the proportions you
select. You can elect rebalancing on a quarterly, semi-annual or annual basis.

      SECURED FUTURE PROGRAM -- This program guarantees the return of your
purchase payment by investing a portion of your investment into a Guarantee
Period, and also allows you to allocate a portion of your investment to one or
more Sub-Accounts.


      11. INQUIRIES


      If you would like more information about buying a Contract, please contact
your broker or registered representative. If you have any other questions,
please contact us at:


     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
     C/O RETIREMENT PRODUCTS AND SERVICES
     P.O. BOX 9133
     BOSTON, MASSACHUSETTS 02117
     TELEPHONE: TOLL FREE (888) 786-2435


                                       8
<PAGE>

                                                                      PROSPECTUS
                                                                  APRIL 10, 2000


                               FUTURITY ACCOLADE

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


      You may choose among 35 variable investment options and a range of fixed
options. The variable options are Sub-Accounts in the Variable Account, each of
which invests in shares of one of the following 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
THE ALGER AMERICAN FUND                                    Massachusetts Investors Growth Stock Series
  Growth Portfolio                                         Massachusetts Investors Trust Series
  Income and Growth Portfolio                              New Discovery Series
  Small Capitalization Portfolio                           Total Return Series
GOLDMAN SACHS VARIABLE INSURANCE TRUST ("VIT")             Utilities Series
  VIT CORE-SM- Large Cap Growth Fund                     OCC ACCUMULATION TRUST
  VIT CORE-SM- Small Cap Equity Fund                       Equity Portfolio
  VIT CORE-SM- U.S. Equity Fund                            Managed Portfolio
  VIT Growth and Income Fund                               Mid Cap Portfolio
  VIT International Equity Fund                            Small Cap Portfolio
J.P. MORGAN SERIES TRUST II                              SUN CAPITAL ADVISERS TRUST
  J.P. Morgan International Opportunities Portfolio        Sun Capital Investment Grade Bond Fund
  J.P. Morgan Small Company Portfolio                      Sun Capital Investors Foundation Fund
  J.P. Morgan U.S. Disciplined Equity Portfolio            Sun Capital Blue Chip Mid Cap Fund
LORD ABBETT SERIES FUND, INC.                              Sun Capital Money Market Fund
  Growth and Income Portfolio                              Sun Capital Real Estate Fund
                                                           Sun Capital Select Equity Fund
</TABLE>


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


      PLEASE READ THIS PROSPECTUS AND THE FUND PROSPECTUSES CAREFULLY BEFORE
INVESTING AND KEEP THEM FOR FUTURE REFERENCE. THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE CONTRACTS AND THE FUNDS.



      We have filed a Statement of Additional Information dated April 10, 2000
(the "SAI") with the Securities and Exchange Commission (the "SEC"), which is
incorporated by reference in this Prospectus. The table of contents for the SAI
is on page xx of this Prospectus. You may obtain a copy without charge by
writing to us at the address shown below (which we sometimes refer to as our
"Annuity Mailing Address") or by telephoning (888) 786-2435. In addition, the
SEC maintains a website
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding companies that file with the SEC.


THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



EXPENSES ASSOCIATED WITH SOME CONTRACTS OFFERING A BONUS CREDIT MAY BE HIGHER
THAN THOSE ASSOCIATED WITH CONTRACTS THAT DO NOT OFFER A BONUS CREDIT. ON SOME
CONTRACTS, THE BONUS CREDIT MAY BE MORE THAN OFFSET BY THE CHARGES ASSOCIATED
WITH THE CREDIT.



ANY REFERENCE IN THIS PROSPECTUS TO RECEIPT BY US MEANS RECEIPT AT THE FOLLOWING
ADDRESS:



     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
     P.O. BOX 9133 C/O RETIREMENT PRODUCTS AND SERVICES
     BOSTON, MASSACHUSETTS 02117


                                       1
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                           <C>
Special Terms                                                        5
Expense Summary                                                      5
Summary of Contract Expenses                                         5
Underlying Fund Annual Expenses                                      6
Examples                                                             8
Condensed Financial Information                                     10
The Annuity Contract                                                10
Communicating To Us About Your Contract                             10
Sun Life Assurance Company of Canada (U.S.)                         11
The Variable Account                                                11
Variable Account Options: The Funds                                 11
The Fixed Account                                                   14
The Fixed Account Options: The Guarantee Periods                    15
The Accumulation Phase                                              15
    Issuing Your Contract                                           15
    Amount and Frequency of Purchase Payments                       16
    Allocation of Net Purchase Payments                             16
    Your Account                                                    16
    Your Account Value                                              16
    Purchase Payment Interest                                       16
    Variable Account Value                                          17
    Fixed Account Value                                             18
    Transfer Privilege                                              19
    Waivers; Reduced Charges; Credits; Bonus Guaranteed
     Interest Rates                                                 20
    Optional Programs                                               20
Withdrawals, Withdrawal Charge and Market Value Adjustment          22
    Cash Withdrawals                                                22
    Withdrawal Charge                                               23
    Types of Withdrawals not Subject to Withdrawal Charge           25
    Market Value Adjustment                                         25
Contract Charges                                                    26
    Account Fee                                                     26
    Administrative Expense Charge                                   26
    Mortality and Expense Risk Charge                               26
    Charge for Optional Death Benefit Riders                        27
    Premium Taxes                                                   27
    Fund Expenses                                                   27
    Modification in the Case of Group Contracts                     27
Death Benefit                                                       27
    Amount of Death Benefit                                         27
    The Basic Death Benefit                                         28
    Optional Death Benefit Riders                                   28
    Calculating the Death Benefit                                   30
    Method of Paying Death Benefit                                  30
    Non-Qualified Contracts                                         30
    Selection and Change of Beneficiary                             31
    Payment of Death Benefit                                        31
    Due Proof of Death                                              31
The Income Phase -- Annuity Provisions                              31
    Selection of the Annuitant or Co-Annuitant                      31
    Selection of the Annuity Commencement Date                      31
    Annuity Options                                                 32
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                                           <C>
    Selection of Annuity Option                                     33
    Amount of Annuity Payments                                      33
    Exchange of Variable Annuity Units                              34
    Account Fee                                                     34
    Annuity Payment Rates                                           34
    Annuity Options as Method of Payment for Death Benefit          35
Other Contract Provisions                                           35
    Exercise of Contract Rights                                     35
    Change of Ownership                                             35
    Voting of Fund Shares                                           36
    Periodic Reports                                                36
    Substitution of Securities                                      37
    Change in Operation of Variable Account                         37
    Splitting Units                                                 37
    Modification                                                    37
    Discontinuance of New Participants                              38
    Reservation of Rights                                           38
    Right to Return                                                 38
Tax Considerations                                                  38
    U.S. Federal Tax Considerations                                 39
        DEDUCTIBILITY OF PURCHASE PAYMENTS                          39
        PRE-DISTRIBUTION TAXATION OF CONTRACTS                      39
        DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED
        CONTRACTS                                                   39
        DISTRIBUTION AND WITHDRAWALS FROM QUALIFIED
        CONTRACTS                                                   40
        WITHHOLDING                                                 40
        INVESTMENT DIVERSIFICATION AND CONTROL                      40
        TAX TREATMENT OF THE COMPANY AND THE VARIABLE
        ACCOUNT                                                     40
        QUALIFIED RETIREMENT PLANS                                  40
        PENSION AND PROFIT-SHARING PLANS                            41
        TAX-SHELTERED ANNUITIES                                     41
        INDIVIDUAL RETIREMENT ACCOUNTS                              41
        ROTH IRAS                                                   42
    Puerto Rico Tax Considerations                                  42
Administration of the Contracts                                     42
Distribution of the Contracts                                       42
Performance Information                                             43
Available Information                                               44
Incorporation of Certain Documents by Reference                     44
Additional Information About the Company                            45
    General                                                         45
    Selected Financial Data                                         45
    Management's Discussion and Analysis of Financial
      Condition and Results of Operations                           46
    Quantitative and Qualitative Disclosures About Market
     Risk                                                           54
    Reinsurance                                                     56
    Reserves                                                        56
    Investments                                                     56
    Competition                                                     56
    Employees                                                       57
    Properties                                                      57
    State Regulation                                                57
Legal Proceedings                                                   58
Accountants                                                         58
</TABLE>


                                       3
<PAGE>

<TABLE>
<S>                                                           <C>
Financial Statements                                                58
Table of Contents of Statement of Additional Information            83
Appendix A -- Glossary                                              85
Appendix B -- Condensed Financial Information --
 Accumulation Unit Values                                           88
Appendix C -- Withdrawals, Withdrawal Charges and the Market
 Value Adjustment                                                   92
Appendix D -- Calculation of Basic Death Benefit                    95
Appendix E -- Calculation of Earnings Enhancement Optional
 Death Benefit Rider                                                96
Appendix F -- Calculation of Death Benefit When All Three
 Optional Death Benefit Riders are Selected                         97
Appendix G -- Calculation Used to Determine Purchase Payment
 Interest                                                           98
</TABLE>


                                       4
<PAGE>
                                 SPECIAL TERMS

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

                                EXPENSE SUMMARY

      The purpose of the following table is to help you understand the costs and
expenses that you will bear directly and indirectly under a Contract WHEN YOU
ALLOCATE MONEY TO THE VARIABLE ACCOUNT. The table reflects expenses of the
Variable Account as well as of each Fund. The table should be considered
together with the narrative provided under the heading "Contract Charges" in
this Prospectus, and with the Funds' prospectuses. In addition to the expenses
listed below, we may deduct premium taxes, where required by state law.

                          SUMMARY OF CONTRACT EXPENSES


<TABLE>
<S>                                                           <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments.....................  $   0
Deferred Sales Load (as a percentage of Purchase Payments
  withdrawn) (1)
  Number of complete Account Years Purchase Payment in
    Account
    0-1.....................................................      8%
    1-2.....................................................      8%
    2-3.....................................................      7%
    3-4.....................................................      7%
    4-5.....................................................      6%
    5-6.....................................................      5%
    6-7.....................................................      4%
    7 or more...............................................      0%
Transfer Fee (2)............................................  $  15
ANNUAL ACCOUNT FEE per Contract or Certificate (3)..........  $  35
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  Variable Account assets)
  Mortality and Expense Risks Charge........................   1.30%
  Administrative Expense Charge.............................   0.15%
  Other Fees and Expenses of the Variable Account...........   0.00%
                                                              -----
Total Variable Account Annual Expenses (4)..................   1.45%
</TABLE>


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

(1) A portion of your Account may be withdrawn each year without imposition of
    any withdrawal charge and, after a Purchase Payment has been in your Account
    for 7 Account Years, it may be withdrawn free of the withdrawal charge.


(2) We currently do not assess the transfer fee. However, a Market Value
    Adjustment may be imposed on amounts transferred from or within the Fixed
    Account.



(3) The annual Account Fee is $35 in Account Years 1 through 5; thereafter, the
    Account Fee may be changed annually, but it will not exceed $50.


(4) An additional charge will apply if you elect one or more of the optional
    death benefit riders. For more information, refer to "Charge for Optional
    Death Benefit Riders."

                                       5
<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%               0.77%
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%
J.P. Morgan International Opportunities
 Portfolio (4)................................          0.60%               0.60%               1.20%
J.P. Morgan Small Company Portfolio (4).......          0.60%               0.55%               1.15%
J.P. Morgan U.S. Disciplined Equity Portfolio
 (4)..........................................          0.35%               0.50%               0.85%
Lord Abbett Growth and Income Portfolio.......          0.50%               0.01%               0.51%
MFS/Sun Life Capital Appreciation Series
 (5)..........................................          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 (5)............          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 (5).........          0.90%               0.16%               1.06%
MFS/Sun Life Total Return Series..............          0.65%               0.04%               0.69%
MFS/Sun Life Utilities Series (5).............          0.75%               0.06%               0.81%
OCC Equity Portfolio (6)......................          0.80%               0.11%               0.91%
OCC Managed Portfolio (6).....................          0.77%               0.06%               0.83%
OCC Mid Cap Portfolio (6).....................          0.10%               0.93%               1.03%
OCC Small Cap Portfolio (6)...................          0.80%               0.09%               0.89%
Sun Capital Blue Chip Mid Cap Fund (7)(8).....          0.80%               0.20%               1.00%
Sun Capital Investment Grade Bond Fund (7)....          0.60%               0.15%               0.75%
Sun Capital Investors Foundation Fund
 (7)(8).......................................          0.75%               0.15%               0.90%
Sun Capital Money Market Fund (7).............          0.50%               0.15%               0.65%
Sun Capital Real Estate Fund (7)..............          0.95%               0.30%               1.25%
Sun Capital Select Equity Fund (7)(8).........          0.75%               0.15%               0.90%
</TABLE>


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


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



(2) For all Funds, "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-


                                       6
<PAGE>

    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) An affiliate of the adviser has agreed to reimburse the Fund to the extent
    certain expenses exceed the following percentages of the Fund's average
    daily net assets through fiscal year 1999: 0.85% for the J.P. Morgan U.S.
    Disciplined Equity Portfolio; 1.20% for the J.P. Morgan International
    Opportunities Portfolio, and 1.15% for the J.P. Morgan Small Company
    Portfolio. Absent this reimbursement, "Total Fund Annual Expenses" would
    have been 0.87% for the J.P. Morgan U.S. Disciplined Equity Portfolio, 1.98%
    for the J.P. Morgan International Opportunities Portfolio, and 2.57% for the
    J.P. Morgan Small Company Portfolio.



(5) 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.



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



(7) 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 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.



(8) 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.


                                       7
<PAGE>
                                    EXAMPLES

      If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:


<TABLE>
<CAPTION>
                                                               1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
AIM V.I. Capital Appreciation Fund..........................    $ 96       $136       $179       $270
AIM V.I. Growth Fund........................................    $ 96       $136       $179       $270
AIM V.I. Growth and Income Fund.............................    $ 96       $137       $181       $274
AIM V.I. International Equity Fund..........................    $ 98       $143       $191       $295
Alger American Growth Portfolio.............................    $ 96       $138       $182       $276
Alger American Income and Growth Portfolio..................    $ 95       $135       $177       $267
Alger American Small Capitalization Portfolio...............    $ 97       $141       $187       $288
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund............    $ 97       $141       $187       $288
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund............    $ 98       $144       $193       $298
Goldman Sachs VIT CORE-SM- U.S. Equity Fund.................    $ 97       $141       $187       $288
Goldman Sachs VIT Growth and Income Fund....................    $ 98       $144       $193       $298
Goldman Sachs VIT International Equity Fund.................    $102       $155       $210       $333
J.P. Morgan International Opportunities Portfolio...........    $100       $150       $203       $318
J.P. Morgan Small Company Portfolio.........................    $100       $149       $200       $313
J.P. Morgan U.S. Disciplined Equity Portfolio...............    $ 97       $139       $185       $283
Lord Abbett Growth and Income Portfolio.....................    $ 93       $129       $167       $247
MFS/Sun Life Capital Appreciation Series....................    $ 96       $137       $180       $273
MFS/Sun Life Emerging Growth Series.........................    $ 96       $136       $180       $272
MFS/Sun Life Government Securities Series...................    $ 94       $132       $173       $258
MFS/Sun Life High Yield Series..............................    $ 97       $139       $184       $281
MFS/Sun Life Massachusetts Investors Growth Stock Series....    $ 97       $139       $184       $281
MFS/Sun Life Massachusetts Investors Trust Series...........    $ 94       $131       $171       $255
MFS/Sun Life New Discovery Series...........................    $ 99       $146       $196       $304
MFS/Sun Life Total Return Series............................    $ 95       $134       $177       $266
MFS/Sun Life Utilities Series...............................    $ 96       $138       $183       $279
OCC Equity Portfolio........................................    $ 97       $141       $188       $289
OCC Managed Portfolio.......................................    $ 97       $139       $184       $281
OCC Mid Cap Portfolio.......................................    $ 99       $145       $194       $301
OCC Small Cap Portfolio.....................................    $ 97       $141       $187       $287
Sun Capital Blue Chip Mid Cap Fund..........................    $ 96       $144       $193       $298
Sun Capital Investment Grade Bond Fund......................    $ 96       $136       $180       $272
Sun Capital Investors Foundation Fund.......................    $ 97       $141       $187       $288
Sun Capital Money Market Fund...............................    $ 95       $133       $175       $262
Sun Capital Real Estate Fund................................    $101       $152       $205       $323
Sun Capital Select Equity Fund..............................    $ 97       $141       $187       $288
</TABLE>


                                       8
<PAGE>

      If you do NOT surrender your Contract, or if you annuitize at the end of
the applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:



<TABLE>
<CAPTION>
                                                               1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
AIM V.I. Capital Appreciation Fund..........................    $24        $73        $125       $270
AIM V.I. Growth Fund........................................    $24        $73        $125       $270
AIM V.I. Growth and Income Fund.............................    $24        $74        $127       $274
AIM V.I. International Equity Fund..........................    $26        $80        $137       $295
Alger American Growth Portfolio.............................    $24        $75        $128       $276
Alger American Income and Growth Portfolio..................    $23        $72        $123       $267
Alger American Small Capitalization Portfolio...............    $25        $78        $133       $288
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund............    $25        $78        $133       $288
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund............    $26        $81        $139       $298
Goldman Sachs VIT CORE-SM- U.S. Equity Fund.................    $25        $78        $133       $288
Goldman Sachs VIT Growth and Income Fund....................    $26        $81        $139       $298
Goldman Sachs VIT International Equity Fund.................    $30        $92        $156       $333
J.P. Morgan International Opportunities Portfolio...........    $28        $87        $149       $318
J.P. Morgan Small Company Portfolio.........................    $28        $86        $146       $313
J.P. Morgan U.S. Disciplined Equity Portfolio...............    $25        $76        $131       $283
Lord Abbett Growth and Income Portfolio.....................    $21        $66        $113       $247
MFS/Sun Life Capital Appreciation Series....................    $24        $74        $126       $273
MFS/Sun Life Emerging Growth Series.........................    $24        $73        $126       $272
MFS/Sun Life Government Securities Series...................    $22        $69        $119       $258
MFS/Sun Life High Yield Series..............................    $25        $76        $130       $281
MFS/Sun Life Massachusetts Investors Growth Stock Series....    $25        $76        $130       $281
MFS/Sun Life Massachusetts Investors Trust Series...........    $22        $68        $117       $255
MFS/Sun Life New Discovery Series...........................    $27        $83        $142       $304
MFS/Sun Life Total Return Series............................    $23        $71        $123       $266
MFS/Sun Life Utilities Series...............................    $24        $75        $129       $279
OCC Equity Portfolio........................................    $25        $78        $134       $289
OCC Managed Portfolio.......................................    $25        $76        $130       $281
OCC Mid Cap Portfolio.......................................    $27        $82        $140       $301
OCC Small Cap Portfolio.....................................    $25        $78        $133       $287
Sun Capital Blue Chip Mid Cap Fund..........................    $26        $81        $139       $298
Sun Capital Investors Foundation Fund.......................    $25        $78        $133       $288
Sun Capital Investment Grade Bond Fund......................    $24        $73        $126       $272
Sun Capital Money Market Fund...............................    $23        $70        $121       $262
Sun Capital Real Estate Fund................................    $29        $89        $151       $323
Sun Capital Select Equity Fund..............................    $25        $78        $133       $288
</TABLE>


      THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.

                                       9
<PAGE>

                        CONDENSED FINANCIAL INFORMATION



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



                              THE ANNUITY CONTRACT



      Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us")
and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer
the Contract to groups and individuals for use in connection with their
retirement plans. The Contract is available on a group basis and, in certain
states, may be available on an individual basis. We issue an Individual Contract
directly to the individual owner of the Contract. We issue a Group Contract to
the Owner covering all individuals participating under the Group Contract; each
individual receives a Certificate that evidences his or her participation under
the Group Contract.



      In this Prospectus, unless we state otherwise, we refer to both the owners
of Individual Contracts and participating individuals under Group Contracts as
"Participants" and we address all Participants as "you"; we use the term
"Contracts" to include Individual Contracts, Group Contracts, and Certificates
issued under Group Contracts. For the purpose of determining benefits under both
Individual Contracts and Group Contracts, we establish an Account for each
Participant, which we will refer to as "your" Account or a "Participant
Account."



      Your Contract provides a number of important benefits for your retirement
planning. It has an Accumulation Phase, during which you make payments under the
Contract and allocate them to one or more Variable Account or Fixed Account
options, and an Income Phase, during which we make annuity payments based on the
amount you have accumulated. Your Contract provides tax deferral, so that you do
not pay taxes on your earnings under your Contract until you withdraw them. It
provides a basic death benefit if you die during the Accumulation Phase; you may
enhance the basic death benefit by electing one or more optional death benefit
riders and paying an additional charge for each optional death benefit rider you
elect. Finally, if you so elect, during the Income Phase we will make annuity
payments to you or someone else for life or for another period that you choose.



      You choose these benefits on a variable or fixed basis or a combination of
both. When you choose Variable Account investment options or a Variable Annuity
option, your benefits will be responsive to changes in the economic environment,
including inflationary forces and changes in rates of return available from
different types of investments. With these variable options, you assume all
investment risk under your Contract. When you choose a Guarantee Period in our
Fixed Account or a Fixed Annuity option, we assume the investment risk, except
in the case of early withdrawals in the Accumulation Phase, where you bear the
risk of unfavorable interest rate changes. You also bear the risk that the
interest rates we will offer in the future and the rates we will use in
determining your Fixed Annuity might not exceed our minimum guaranteed rate,
which is 3% per year, compounded annually.



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


                    COMMUNICATING TO US ABOUT YOUR CONTRACT


      All materials sent to us, including Purchase Payments, must be sent to our
Annuity Mailing Address as set forth on the first page of this Prospectus. For
all telephone communications, you must call (888) 786-2435.



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


                                       10
<PAGE>

requests and transfer instructions, to be received on the next Business Day if
we receive them (1) on a day that is not a Business Day or (2) after 4:00 p.m.,
Eastern Time.


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

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

      We are a stock life insurance company incorporated under the laws of
Delaware on January 12, 1970. We do business in 48 states, the District of
Columbia, and Puerto Rico, and we have an insurance company subsidiary that does
business in New York. Our Executive Office mailing address is One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.


      We are an indirect wholly-owned subsidiary of Sun Life Assurance Company
of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization
on March 22, 2000. As a result of the demutualization, a new holding company,
Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the
ultimate parent of Sun Life (Canada) and the Company. Sun Life Financial, a
corporation organized in Canada, is a reporting company under the Securities
Exchange Act of 1934 with common shares listed on the Toronto, New York, London,
and Manila stock exchanges.


                              THE VARIABLE ACCOUNT


      We established the Variable Account as a separate account on July 13,
1989, pursuant to a resolution of our Board of Directors. The Variable Account
funds the Contract and various other variable annuity and variable life product
contracts which we offer. These other products may have features, benefits and
charges that are different from those under the Contract.


      Under Delaware insurance law and the Contract, the income, gains or losses
of the Variable Account are credited to or charged against the assets of the
Variable Account without regard to the other income, gains, or losses of the
Company. These assets are held in relation to the Contracts described in this
Prospectus and other variable annuity contracts that provide benefits that vary
in accordance with the investment performance of the Variable Account. Although
the assets maintained in the Variable Account will not be charged with any
liabilities arising out of any other business we conduct, all obligations
arising under the Contracts, including the promise to make annuity payments, are
general corporate obligations of the Company.


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


                           VARIABLE ACCOUNT OPTIONS:
                                   THE FUNDS


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



      MORE COMPREHENSIVE INFORMATION ABOUT THE FUNDS, INCLUDING A DISCUSSION OF
THEIR MANAGEMENT, INVESTMENT OBJECTIVES, EXPENSES, AND POTENTIAL RISKS, IS FOUND
IN THE CURRENT PROSPECTUSES FOR THE FUNDS (THE "FUND PROSPECTUSES"). THE FUND
PROSPECTUSES SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS BEFORE YOU
INVEST. A COPY OF EACH FUND PROSPECTUS, AS WELL AS A STATEMENT OF ADDITIONAL
INFORMATION FOR EACH FUND, MAY BE OBTAINED WITHOUT CHARGE FROM THE COMPANY BY
CALLING 1-888-388-8748 OR WRITING TO SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.), C/O RETIREMENT PRODUCTS AND SERVICES, P.O. BOX 9133, BOSTON
MASSACHUSETTS 02117.


                                       11
<PAGE>
      The Funds currently available are:

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

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

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

     AIM V.I. GROWTH AND INCOME FUND seeks 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 which have 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. It invests primarily in the equity securities of small
     companies with market capitalizations within the range of the Russell 2000
     Growth Index or the S&P SmallCap 600 Index.


GOLDMAN SACHS VARIABLE INSURANCE TRUST ("VIT") (advised by Goldman Sachs Asset
Management, a unit of the Investment Management Division of Goldman, Sachs & Co.
("Goldman Sachs"), except for Goldman Sachs International Equity Fund, which is
advised by Goldman Sachs Asset Management International, an affiliate of Goldman
Sachs)


     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.


J.P. MORGAN SERIES TRUST II (advised by J.P. Morgan Investment Management Inc.)


     J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO seeks to provide a high
     total return from a portfolio of equity securities of foreign companies.

                                       12
<PAGE>
     J.P. MORGAN SMALL COMPANY PORTFOLIO seeks to provide a high total return
     from a portfolio of small company stocks.


     J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO (formerly, the J.P. Morgan
     Equity Portfolio) seeks to provide a high total return from a portfolio of
     selected equity securities.


LORD ABBETT SERIES FUND, INC. (advised by Lord Abbett & Co.)

     GROWTH AND INCOME PORTFOLIO seeks to provide long-term growth of capital
     and income without excessive fluctuation in market value.

MFS/SUN LIFE SERIES TRUST (advised by Massachusetts Financial Services Company,
an affiliate of the Company)

     CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
     investing in securities of all types, with major emphasis on common stocks.

     EMERGING GROWTH SERIES will seek long-term growth of capital.

     GOVERNMENT SECURITIES SERIES will seek current income and preservation of
     capital by investing in U.S. Government and U.S. Government-related
     securities.

     HIGH YIELD SERIES will seek high current income and capital appreciation by
     investing primarily in certain low rated or unrated fixed income securities
     (possibly with equity features) of U.S. and foreign issuers (also known as
     "junk bonds").

     MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
     growth of capital and future income rather than current income.

     MASSACHUSETTS INVESTORS TRUST SERIES will seek 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.

     NEW DISCOVERY SERIES will seek capital appreciation.

     TOTAL RETURN SERIES will primarily seek 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.

     UTILITIES SERIES will seek 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 of both domestic and foreign companies in the
     utilities industry.

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.

                                       13
<PAGE>
SUN CAPITAL ADVISERS TRUST (advised by Sun Capital Advisers, Inc., an affiliate
of the Company; Wellington Management Company, LLP serves as investment
subadviser to Sun Capital Blue Chip Mid Cap Fund, Sun Capital Investors
Foundation Fund and Sun Capital Select Equity Fund)

     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 Mid Cap 400 Index.

     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 with market capitalizations generally
     within the range represented by the Standard & Poor's 500 Index.
     Investments are selected using a combination of fundamental analysis and
     quantitative tools.

     SUN CAPITAL INVESTMENT GRADE BOND FUND seeks high current income consistent
     with relative stability of principal by investing at least 80% of its
     assets in investment grade bonds. The Fund may invest up to 20% of its
     assets in lower rated or unrated bonds (also known as high yield or junk
     bonds).

     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.

     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 investment trusts and
     other real estate companies.

     SUN CAPITAL SELECT EQUITY FUND seeks long-term capital growth by investing
     in 20 to 40 common stocks and other equity securities of large
     capitalization U.S. companies selected primarily from the Standard & Poor's
     500 Index.

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

      Certain of the investment advisers to the Funds may reimburse us for
administrative costs in connection with administering the Funds as options under
the Contracts. These amounts are not charged to the Funds or Participants, but
are paid from assets of the advisers. Certain Funds may reimburse us from their
assets for distribution costs pursuant to the terms of their Rule 12b-1 plans.

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

                               THE FIXED ACCOUNT

      The Fixed Account is made up of all the general assets of the Company
other than those allocated to any separate account. Amounts you allocate to
Guarantee Periods become part of the

                                       14
<PAGE>
Fixed Account, and are available to fund the claims of all classes of our
customers, including claims for benefits under the Contracts.


      We will invest the assets of the Fixed Account in those assets we choose
that are allowed by applicable state insurance laws. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and certain
other investments. We intend to invest primarily in investment-grade fixed
income securities (i.e. rated by a nationally recognized rating service within
the 4 highest grades) or instruments we believe are of comparable quality.


      We are not obligated to invest amounts allocated to the Fixed Account
according to any particular strategy, except as may be required by applicable
state insurance laws. You will not have a direct or indirect interest in the
Fixed Account investments.

                           THE FIXED ACCOUNT OPTIONS:
                             THE GUARANTEE PERIODS

      You may elect one or more Guarantee Period(s) from those we make available
from time to time. We publish Guaranteed Interest Rates for each Guarantee
Period offered. We may change the Guaranteed Interest Rates we offer from time
to time, but no Guaranteed Interest Rate will ever be less than 3% per year,
compounded annually. Also, once we have accepted your allocation to a particular
Guarantee Period, we promise that the Guaranteed Interest Rate applicable to
that allocation will not change for the duration of the Guarantee Period.

      We determine Guaranteed Interest Rates in our discretion. We do not have a
specific formula for establishing the rates for different Guarantee Periods. Our
determination will be influenced by the interest rates on fixed income
investments in which we may invest amounts allocated to the Guarantee Periods.
We will also consider other factors in determining these rates, including
regulatory and tax requirements, sales commissions and administrative expenses
borne by us, general economic trends and competitive factors. We cannot predict
the level of future interest rates.

      We may from time to time in our discretion offer interest rate specials
for new Purchase Payments that are higher than the rates we are then offering
for renewals or transfers.

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

                             THE ACCUMULATION PHASE

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

ISSUING YOUR CONTRACT

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

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

                                       15
<PAGE>
complete. Then we will apply the Purchase Payment within 2 business days of when
the Application is complete.

AMOUNT AND FREQUENCY OF PURCHASE PAYMENTS

      The amount of Purchase Payments may vary; however, we will not accept an
initial Purchase Payment of less than $10,000, and each additional Purchase
Payment must be at least $1,000, unless we waive these limits. In addition, we
will not accept a Purchase Payment if your Account Value is over $1 million, or
if the Purchase Payment would cause your Account Value to exceed $1 million,
unless we have approved the Payment in advance. Within these limits, you may
make Purchase Payments at any time during the Accumulation Phase.

ALLOCATION OF NET PURCHASE PAYMENTS

      You may allocate your Purchase Payments among the different Sub-Accounts
and Guarantee Periods we offer, but any allocation to a Guarantee Period must be
at least $1,000. Over the life of your Contract, you may allocate amounts among
as many as 18 of the available options.

      In your Application, you may specify the percentage of each Purchase
Payment to be allocated to each Sub-Account or Guarantee Period. These
percentages are called your allocation factors. You may change the allocation
factors for future Payments by sending us written notice of the change, as
required. We will use your new allocation factors for the first Purchase Payment
we receive with or after we have received notice of the change, and for all
future Purchase Payments, until we receive another change notice.

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

YOUR ACCOUNT

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

YOUR ACCOUNT VALUE


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


PURCHASE PAYMENT INTEREST


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


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

    OPTION B: THE 3%, 4%, OR 5% INTEREST OPTION -- Under this option we will
     credit your Contract with interest at the following rates:

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

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

                                       16
<PAGE>
      -  5% of each Purchase Payment if your Net Purchase Payments are $500,000
         or more on the day we receive the Purchase Payment.


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



      We credit Purchase Payment Interest during the same Valuation Period in
which we receive the Purchase Payment. We allocate the Purchase Payment Interest
to the Sub-Accounts and/or the Guarantee Periods in the same proportion as the
Net Purchase Payment is allocated. For any additional 1% or 2% interest credit
under Option B or any Five-Year Anniversary credit under Option A, we allocate
the credit on a pro rata basis to all Sub-Accounts and/or Guarantee Periods in
which you are invested, excluding any Guarantee Periods established to support a
dollar-cost averaging program. Any additional interest adjustments will be
credited on your Account Anniversary. We will deduct the "Adjusted" Purchase
Payment Interest if the Contract is returned during the "free look period." For
a description of the free look period and Adjusted Purchase Payment Interest,
see "Right to Return." For examples of how we calculate Purchase Payment
Interest, see Appendix F.



      Because the Company does not recapture any Purchase Payment Interest on
the Contracts, there are no general circumstances in which a Participant would
be disadvantaged by purchasing one of the Contracts rather than purchasing a
similar contract without a bonus credit feature. However, the Contracts are
designed to give the most value to Participants with long-term investment goals.



      We may credit Purchase Payment Interest at rates other than those
described above on Contracts sold to officers, directors and employees of the
Company or its affiliates, registered representatives, and employees of
broker-dealers with a current selling agreement with the Company and affiliates
of such representatives and broker-dealers, employees of affiliated asset
management firms, and persons who have retired from such positions ("Eligible
Employees") and immediate family members of Eligible Employees.


VARIABLE ACCOUNT VALUE

      VARIABLE ACCUMULATION UNITS

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

      VARIABLE ACCUMULATION UNIT VALUE


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


                                       17
<PAGE>
      To measure these values, we use a factor -- which we call the Net
Investment Factor -- which represents the net return on the Sub-Account's
assets. At the end of any Valuation Period, the value of a Variable Accumulation
Unit for a Sub-Account is equal to the value of that Sub-Account's Variable
Accumulation Units at the end of the previous Valuation Period, multiplied by
the Net Investment Factor. We calculate the Net Investment Factor by dividing
(1) the net asset value of a Fund share held in the Sub-Account at the end of
that Valuation Period, plus the per share amount of any dividend or capital
gains distribution made by that Fund during the Valuation Period, by (2) the net
asset value per share of the Fund share at the end of the previous Valuation
Period; we then deduct a factor representing the mortality and expense risk
charge and administrative expense charge for each day in the Valuation Period.
See "Contract Charges."

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

      CREDITING AND CANCELING VARIABLE ACCUMULATION UNITS

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

FIXED ACCOUNT VALUE

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


      A Guarantee Period begins the day we apply your allocation and ends when
the number of calendar years (or months if the Guarantee Period is less than one
year) in the Guarantee Period (measured from the end of the calendar month in
which the amount was allocated to the Guarantee Period) have elapsed. The last
day of the Guarantee Period is its Renewal Date.



      Each additional Purchase Payment, transfer or renewal credited to your
Fixed Account value will result in a new Guarantee Period with its own Renewal
Date. Amounts allocated at different times to Guarantee Periods of the same
duration may have different Renewal Dates.


      CREDITING INTEREST


      We credit interest on amounts allocated to a Guarantee Period at the
applicable Guaranteed Interest Rate for the duration of the Guarantee Period.
During the Guarantee Period, we credit interest daily at a rate that yields the
Guaranteed Interest Rate on an annual effective basis.


      GUARANTEE AMOUNTS

      Each separate allocation you make to a Guarantee Period, together with
interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount
is treated separately for purposes of determining the Market Value Adjustment. A
Guarantee Period that will extend beyond your maximum Annuity Commencement Date
will result in an application of a Market Value Adjustment upon annuitization or
withdrawals. Each new allocation to a Guarantee Period must be at least $1,000.

      RENEWALS

      We will notify you in writing between 45 and 75 days before the Renewal
Date for any Guarantee Amount. A new Guarantee Period of the same duration will
begin automatically for that Guarantee Amount on the first day following the
Renewal Date, unless before the Renewal Date we receive:

                                       18
<PAGE>

      1)  written notice from you electing a different Guarantee Period from
          among those we then offer, or



      2)  instructions to transfer the Guarantee Amount to one or more
          Sub-Accounts, in accordance with the transfer privilege provisions of
          the Contract described below (see "Transfer Privilege.")


      A Guarantee Amount will not renew into a Guarantee Period that will extend
beyond your Maximum Annuity Commencement Date. We will automatically renew your
amount into the next available Guarantee Period.

      EARLY WITHDRAWALS


      If you withdraw, transfer, or annuitize an allocation to a Guarantee
Period more than 30 days prior to the Renewal Date, we will apply a Market Value
Adjustment to the transaction. This could result in an increase or decrease of
your Account Value, depending on interest rates at the time. You bear the risk
that you will receive less than your principal if the Market Value Adjustment
applies.


TRANSFER PRIVILEGE

      PERMITTED TRANSFERS

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


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



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



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



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



      -  At least 30 days must elapse between transfers to or from Guarantee
         Periods;



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



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


      These restrictions do not apply to transfers made under an approved
dollar-cost averaging program.


      There is usually no charge imposed on transfers; however, we reserve the
right to impose a transfer charge of $15 for each transfer. Transfers out of a
Guarantee Period made more than 30 days before the Renewal Date will be subject
to the Market Value Adjustment described below. Under current law, there is no
tax liability for transfers.


      REQUESTS FOR TRANSFERS

      You may request transfers in writing or by telephone. The telephone
transfer privilege is available automatically, and does not require your written
election. We will require personal identifying information to process a request
for a transfer made by telephone. We will not be liable for following
instructions communicated by telephone that we reasonably believe are genuine.


      If we receive your transfer request before 4:00 p.m. Eastern Time on a
Business Day, it will be effective that day. Otherwise, it will be effective the
next Business Day.


                                       19
<PAGE>
      MARKET TIMERS

      The Contracts are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. If you
wish to employ such strategies, you should not purchase a Contract. Accordingly,
transfers may be subject to restrictions if exercised by a market timing firm or
any other third party authorized to initiate transfer transactions on behalf of
multiple Participants. In imposing such restrictions, we may, among other
things, not accept (1) the transfer instructions of any agent acting under a
power of attorney on behalf of more than one Participant, or (2) the transfer
instructions of individual Participants who have executed pre-authorized
transfer forms that are submitted at the same time by market timing firms or
other third parties on behalf of more than one Participant. We will not impose
these restrictions unless our actions are reasonably intended to prevent the use
of such transfers in a manner that will disadvantage or potentially impair the
Contract rights of other Participants.

      In addition, some of the Funds have reserved the right to temporarily or
permanently refuse exchange requests from the Variable Account if, in the
judgment of the Fund's investment adviser, the Fund would be unable to invest
effectively in accordance with its investment objective and policies, or would
otherwise potentially be adversely affected. In particular, a pattern of
exchanges that coincide with a market timing strategy may be disruptive to a
Fund and therefore may be refused. Accordingly, the Variable Account may not be
in a position to effectuate transfers and may refuse transfer requests without
prior notice. We also reserve the right, for similar reasons, to refuse or delay
exchange requests involving transfers to or from the Fixed Account.

WAIVERS; REDUCED CHARGES; CREDITS; BONUS GUARANTEED INTEREST RATES


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


OPTIONAL PROGRAMS

      DOLLAR-COST AVERAGING

      Dollar-cost averaging allows you to invest gradually, over time, in up to
12 Sub-Accounts. You may select a dollar-cost averaging program at no extra
charge by allocating a minimum of $1,000 to a designated Sub-Account or to a
Guarantee Period we make available in connection with the program. Amounts
allocated to the Fixed Account under the program will earn interest at a rate
declared by the Company for the Guarantee Period you select. Previously applied
amounts may not be transferred to a Guarantee Period made available in
connection with this program. Each month or quarter, as you select, we will
transfer the same amount automatically (including a portion of the Purchase
Payment Interest) to one or more Sub-Accounts that you choose, up to a maximum
of 12 Sub-Accounts. The program continues until your Account Value allocated to
the program is depleted or you elect to stop the program. The final amount
transferred from the Fixed Account will include all interest earned (excluding
Purchase Payment Interest).


      No Market Value Adjustment (either positive or negative) will apply to
amounts automatically transferred from the Fixed Account under the dollar-cost
averaging program. However, if you discontinue or alter the program prior to
completion, amounts remaining in the Fixed Account will be transferred to the
Sun Capital Money Market Sub-Account, unless you instruct us otherwise, and the


                                       20
<PAGE>

Market Value Adjustment will be applied. Any new allocation of a Purchase
Payment to the program is treated as commencing a new dollar-cost averaging
program and is subject to the $1,000 minimum.


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

      ASSET ALLOCATION

      One or more asset allocation programs may be available in connection with
the Contracts, at no extra charge. Asset allocation is the process of investing
in different asset classes -- such as equity funds, fixed income funds, and
money market funds -- depending on your personal investment goals, tolerance for
risk, and investment time horizon. By spreading your money among a variety of
asset classes, you may be able to reduce the risk and volatility of investing,
although there are no guarantees, and asset allocation does not insure a profit
or protect against loss in a declining market.


      Currently, you may select one of three asset allocation models, each of
which represents a combination of Sub-Accounts with a different level of risk.
The available models are: the conservative asset allocation model, the moderate
asset allocation model, and the aggressive asset allocation model. Each model
allocates a different percentage of Account Value to Sub-Accounts investing in
the various asset classes, with the conservative model allocating the lowest
percentage to Sub-Accounts investing in the equity asset class and the
aggressive model allocating the highest percentage to the equity asset class.
These models, as well as the terms and conditions of the asset allocation
program, are fully described in a separate brochure. Additional programs may be
available in the future.


      If you elect an asset allocation program, we will automatically allocate
your Purchase Payments among the Sub-Accounts represented in the model you
choose. Sun Capital Advisers' Asset Allocation Committee will direct the
allocations. By your election of an asset allocation program, you thereby
authorize us to automatically reallocate your Account Value on a quarterly
basis, or as determined by the terms of the Asset Allocation Program, to reflect
the current composition of the model you have selected, without further
instruction, until we receive notification that you wish to terminate the
program, or choose a different model.

      SYSTEMATIC WITHDRAWAL AND INTEREST OUT PROGRAMS


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



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


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

      PORTFOLIO REBALANCING PROGRAM

      Under the Portfolio Rebalancing Program, we transfer funds among the
Sub-Accounts to maintain the percentage allocation you have selected among these
Sub-Accounts. At your election, we will make these transfers on a quarterly,
semi-annual or annual basis.

                                       21
<PAGE>
      Portfolio Rebalancing does not permit transfers to or from any Guarantee
Period.

      SECURED FUTURES PROGRAM


      Under the Secured Futures Program, we divide your Purchase Payments and
Purchase Payment Interest between the Fixed Account and the Variable Account.
For the Fixed Account portion, you choose a Guarantee Period from among those we
offer. We then allocate to that Guarantee Period the portion of your Purchase
Payment and Purchase Payment Interest necessary so that, at the end of the
Guarantee Period, your Fixed Account allocation, including interest, will equal
the entire amount of your original Purchase Payment. The remainder of the
original Purchase Payment and Purchase Payment Interest will be invested in the
Sub-Accounts of your choice. At the end of the Guarantee Period, you will be
guaranteed the amount of your Purchase Payment and Purchase Payment Interest
(assuming no withdrawals), plus you will have the benefit, if any, of the
investment performance of the Sub-Accounts you have chosen.


           WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

CASH WITHDRAWALS

      REQUESTING A WITHDRAWAL


      At any time during the Accumulation Phase you may withdraw in cash all or
any portion of your Account Value. To make a withdrawal, you must send us a
written request at our Annuity Mailing Address. Your request must specify
whether you want to withdraw the entire amount of your Account or, if less, the
amount you wish to receive.



      All withdrawals may be subject to a withdrawal charge (see "Withdrawal
Charge," below), and withdrawals from your Fixed Account Value also may be
subject to a Market Value Adjustment (see "Market Value Adjustment," below).
Withdrawals also may have adverse federal income tax consequences, including a
10% penalty tax. See "Tax Considerations." You should carefully consider these
tax consequences before requesting a cash withdrawal.


      FULL WITHDRAWALS


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


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

      PARTIAL WITHDRAWALS

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


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


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

                                       22
<PAGE>
      TIME OF PAYMENT


      We will pay you the applicable amount of any full or partial withdrawal
within 7 days after we receive your withdrawal request, except in cases where we
are permitted, and choose, to defer payment under the Investment Company Act of
1940 and applicable state insurance law. Currently, we may defer payment of
amounts you withdraw from the Variable Account only for the following periods:



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



      -  When it is not reasonably practical to dispose of securities held by a
         Fund or to determine the value of the net assets of a Fund, because an
         emergency exists; or



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


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

      WITHDRAWAL RESTRICTIONS FOR QUALIFIED PLANS


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


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

WITHDRAWAL CHARGE

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

      FREE WITHDRAWAL AMOUNT

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

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

      (2)  10% of the amount of all Purchase Payments you have made during the
           last 7 Account Years, including the current Account Year.

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

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

      (a)  the difference between your Account Value at the end of the prior
           Account Year and your Account Value at the beginning of the prior
           Account Year, minus

      (b)  any Purchase Payments made during the prior Account Year, plus

      (c)  any partial withdrawals and charges taken during the prior Account
           Year.


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


                                       23
<PAGE>
      WITHDRAWAL CHARGE ON PURCHASE PAYMENTS

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

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

      ORDER OF WITHDRAWAL

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

      CALCULATION OF WITHDRAWAL CHARGE


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


<TABLE>
<CAPTION>
   NUMBER OF
 ACCOUNT YEARS
  PAYMENT HAS
      BEEN        WITHDRAWAL
IN YOUR CONTRACT    CHARGE
- ----------------  ----------
<S>               <C>
      0-1             8%
      1-2             8%
      2-3             7%
      3-4             7%
      4-5             6%
      5-6             5%
      6-7             4%
       7+             0%
</TABLE>


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



      The withdrawal charge will never be greater than 8% of the excess of
Purchase Payments you make under your Contract over the "free withdrawal
amount," as defined above.


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

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

                                       24
<PAGE>
TYPES OF WITHDRAWALS NOT SUBJECT TO WITHDRAWAL CHARGE


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



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


      -  you are confined to an eligible nursing home and have been confined
         there for at least the preceding 180 days, or any shorter period
         required by your state.


      An "eligible nursing home" means a licensed hospital or licensed skilled
or intermediate care nursing facility at which medical treatment is available on
a daily basis and daily medical records are kept for each patient. You must
provide us with evidence of confinement in the form we determine.


      For each Qualified Contract, the free withdrawal amount in any Account
Year will be the greater of the free withdrawal amount described above and any
amounts required to be withdrawn to comply with the minimum distribution
requirement of the Internal Revenue Code. This waiver of the withdrawal charge
applies only to the portion of the required minimum distribution attributable to
that Qualified Contract.


      We do not impose the withdrawal charge on amounts you apply to provide an
annuity, amounts we pay as a death benefit (except under the Cash Surrender
method), or amounts you transfer among the Sub-Accounts, between the
Sub-Accounts and the Fixed Account, or within the Fixed Account.


MARKET VALUE ADJUSTMENT


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


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

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

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

<TABLE>
<C> <S>       <C> <C>       <C>
                  N/12
    1 + I
  ( --------  )             -1
    1 + J + b
</TABLE>

where:

      I is the Guaranteed Interest Rate applicable to the Guarantee Amount from
which you withdraw, transfer or annuitize;

      J is the Guaranteed Interest Rate we declare at the time of your
withdrawal, transfer or annuitization for Guarantee Periods equal to the length
of time remaining in the Guarantee Period applicable to your Guarantee Amount,
rounded to the next higher number of complete years, for Guarantee Periods of
one year or more. For any Guarantee Periods of less than one year, J is the
Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or
annuitization for a Guarantee

                                       25
<PAGE>
Period of the same length as your Guarantee Period. If, at that time, we do not
offer the applicable Guarantee Period we will use an interest rate determined by
straight-line interpolation of the Guaranteed Interest Rates for the Guarantee
Periods we do offer;

      N is the number of complete months remaining in your Guarantee Period; and

      b is a factor that currently is 0% but that in the future we may increase
to up to 0.25%. Any increase would be applicable only to Participants who
purchase their Contracts after the date of that increase.

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

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

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

                                CONTRACT CHARGES

ACCOUNT FEE


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


      We will not charge the Account Fee if:

      (1)  your Account has been allocated only to the Fixed Account during the
           applicable Account Year; or

      (2)  your Account Value is more than $100,000 on your Account Anniversary.

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

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

ADMINISTRATIVE EXPENSE CHARGE


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


MORTALITY AND EXPENSE RISK CHARGE


      During both the Accumulation Phase and the Income Phase, we deduct a
mortality and expense risk charge from the assets of the Variable Account at an
effective annual rate equal to 1.30%. The mortality risk we assume arises from
our contractual obligation to continue to make annuity payments to each
Annuitant, regardless of how long the Annuitant lives and regardless of how long
all Annuitants as a group live. This obligation assures each Annuitant that
neither the longevity of fellow Annuitants nor an improvement in life expectancy
generally will have an adverse effect on the amount of any annuity payment
received under the Contract. The mortality risk also arises from our contractual


                                       26
<PAGE>

obligation to pay a death benefit upon the death of the Participant prior to the
Annuity Commencement Date. The expense risk we assume is the risk that the
Account Fee and administrative expense charge we assess under the Contracts may
be insufficient to cover the actual total administrative expenses we incur. If
the amount of the charge is insufficient to cover the mortality and expense
risks, we will bear the loss. If the amount of the charge is more than
sufficient to cover the risks, we will make a profit on the charge. We expect to
make a profit on the excess expense charge associated with the purchase payment
interest. We may use this profit for any proper corporate purpose, including the
payment of marketing and distribution expenses for the Contracts.


CHARGES FOR OPTIONAL DEATH BENEFIT RIDERS


      If you elect an optional death benefit rider, we will deduct a charge from
the assets of the Variable Account based upon the number of optional death
benefit riders you elect, as follows:


<TABLE>
<CAPTION>
                     % OF
   NUMBER OF        AVERAGE
RIDERS YOU ELECT  DAILY VALUE
- ----------------  -----------
<S>               <C>
       1             0.15%
       2             0.25%
       3             0.40%
</TABLE>

PREMIUM TAXES

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

      In order to reimburse us for the premium tax we may pay on Purchase
Payments, our policy is to deduct the amount of such taxes from the amount you
apply to provide an annuity at the time of annuitization. However, we reserve
the right to deduct the amount of any applicable tax from your Account at any
time, including at the time you make a Purchase Payment or make a full or
partial withdrawal. We do not make any profit on the deductions we make to
reimburse premium taxes.

FUND EXPENSES


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


MODIFICATION IN THE CASE OF GROUP CONTRACTS


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



                                 DEATH BENEFIT



      If you die during the Accumulation Phase, we will pay a death benefit to
your Beneficiary, using the payment method elected (a single cash payment or one
of our Annuity Options). If the Beneficiary is not living on your date of death,
we will pay the death benefit in one sum to your estate. We do not pay a death
benefit if you die during the Income Phase. However, the Beneficiary will
receive any payments provided under an Annuity Option that is in effect.


AMOUNT OF DEATH BENEFIT

      To calculate the amount of your death benefit, we use a "Death Benefit
Date." The Death Benefit Date is the date we receive proof of your death in an
acceptable form ("Due Proof of Death") if you have elected a death benefit
payment method before your death and it remains effective. Otherwise, the Death
Benefit Date is the later of the date we receive Due Proof of Death or the date
we receive the Beneficiary's election of either payment method or, if the
Beneficiary is your spouse,

                                       27
<PAGE>
Contract continuation. If we do not receive the Beneficiary's election within 60
days after we receive Due Proof of Death, we reserve the right to provide a lump
sum to your Beneficiary.

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

THE BASIC DEATH BENEFIT

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

      1.  Your Account Value for the Valuation Period during which the Death
          Benefit Date occurs;


      2.  The amount we would pay if you had surrendered your entire Account on
          the Death Benefit Date; and


      2.  Your total Purchase Payments (adjusted for partial withdrawals as
          described in "Calculating the Death Benefit") as of the Death Benefit
          Date.

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


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


OPTIONAL DEATH BENEFIT RIDERS


      Subject to availability in your state, you may enhance the basic death
benefit by electing one or more of the following optional death benefit riders.
You must make your election before the date on which your Contract becomes
effective. You will pay a charge for each optional death benefit rider you
elect. (For a description of these charges, see "Charges for Optional Death
Benefit Riders.") The Maximum Anniversary Account Value Rider, the 5% Premium
Roll-Up Rider, and the Earnings Enhancement Riders are available only if you are
younger than 80 on the Contract Date. Any optional death benefit rider election
may not be changed after your Contract is issued. For a complete description of
how the death benefits under the optional death benefit riders are calculated,
see "Calculating the Death Benefit."


      MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER

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


      -  any of the death benefit amounts payable under options (1), (2) or
         (3) under the basic death benefit, above, or


      -  your highest Account Value on any Account Anniversary before your 81st
         birthday, adjusted for any subsequent Purchase Payments, partial
         withdrawals and charges made between that Account Anniversary and the
         Death Benefit Date.

      5% PREMIUM ROLL-UP RIDER

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

      -  any of the death benefit amounts payable under options (1), (2) or
         (3) under the basic death benefit, above, or

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

      Under this rider, interest accrues at 5% per year on Purchase Payments and
transfers to the Variable Account while they remain in the Variable Account. The
5% interest accruals will continue until the earlier of:


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


                                       28
<PAGE>

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


      EARNINGS ENHANCEMENT RIDER

      Under this rider, if you are 69 or younger on your Contract Date, the
death benefit will be:

      -  the greatest of any of the death benefit amounts payable under options
         (1), (2) or (3) under the basic death benefit, above, plus

      -  40% of the lesser of your net Purchase Payments or your Account Value
         minus net Purchase Payments, calculated as of the Death Benefit Date.

      If you are between the ages of 70 and 79 on your Contract Date, the death
benefit will be:

      -  the greatest of any of the death benefit amounts payable under options
         (1), (2) or (3) under the basic death benefit, above, plus

      -  25% of the lesser of your net Purchase Payments or your Account Value
         minus net Purchase Payments, calculated as of the Death Benefit Date.

      Net Purchase Payments under this rider will be adjusted for all partial
withdrawals as described in "Calculating the Death Benefit." For examples of how
the death benefit is calculated under the Earnings Enhancement Rider, see
Appendix D.

      SELECTING MULTIPLE DEATH BENEFIT RIDERS

      If you elect more than one death benefit rider, the death benefit will be
calculated as follows:


      1)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH 5% PREMIUM
          ROLL-UP RIDER: The death benefit will equal the greater of the death
          benefit under the Maximum Anniversary Account Value Rider and the
          death benefit under the 5% Premium Roll-Up Rider.


      2)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH EARNINGS
          ENHANCEMENT RIDER: The death benefit will equal the death benefit
          under the Maximum Anniversary Account Value Rider, PLUS the amount
          calculated under the Earnings Enhancement Rider. The death benefit
          under the Earnings Enhancement Rider is calculated using the Account
          Value before the application of the Maximum Anniversary Account Rider.

      3)  EARNINGS ENHANCEMENT RIDER COMBINED WITH 5% PREMIUM ROLL-UP RIDER: The
          death benefit will equal the death benefit under the 5% Premium
          Roll-Up Rider, PLUS the amount calculated under the Earnings
          Enhancement Rider. The death benefit under the Earnings Enhancement
          Rider is calculated using the Account Value before the application of
          the 5% Premium Roll-Up Rider.

      4)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER, THE 5% PREMIUM ROLL-UP RIDER
          AND THE EARNINGS ENHANCEMENT RIDER: The death benefit will equal the
          GREATER of the death benefit under the Maximum Anniversary Account
          Value Rider or the death benefit under the 5% Premium Roll-Up Rider,
          PLUS the amount calculated under the Earnings Enhancement Rider. The
          death benefit under the Earnings Enhancement Rider is calculated using
          the Account Value before the application of the 5% Premium Roll-Up
          Rider and the Maximum Anniversary Account Value Rider.

      SPOUSAL CONTINUANCE

      If your spouse is your Beneficiary, upon your death your spouse may elect
to continue the Contract as the Participant, rather than receive the death
benefit amount. In that case, we will not pay a death benefit, but the
Contract's Account Value will be equal to your Contract's death benefit amount,
as defined under the basic death benefit or any rider you have selected. All
Contract provisions, including any riders you have selected, will continue as if
your spouse had purchased the Contract on the Death Benefit Date with a value
equal to the death benefit amount. For purposes of

                                       29
<PAGE>
calculating death benefits and expenses from that date forward, the surviving
spouse's age on the original effective date of the Contract will be used.

CALCULATING THE DEATH BENEFIT


      In calculating the death benefit amount payable under option (3) of the
basic death benefit or any of the optional death benefit riders, any partial
withdrawals will reduce the death benefit amount to an amount equal to the death
benefit amount immediately before the withdrawal multiplied by the ratio of the
Account Value immediately after the withdrawal to the Account Value immediately
before the withdrawal.


      If the death benefit is the amount payable under options (2) or (3) of the
basic death benefit or under any of the optional death benefit riders, your
Account Value will be increased by the excess, if any, of that amount over
option (1) of the basic death benefit. Any such increase will be allocated to
the Sub-Accounts in proportion to your Account Value in those Sub-Accounts on
the Death Benefit Date. Also, any portion of this new Account Value attributed
to the Fixed Account will be transferred to the Sun Capital Money Market
Sub-Account (without the application of a Market Value Adjustment). If your
spouse, as the named Beneficiary, elects to continue the Contract after your
death, your spouse may transfer any such Fixed Account portion back to the Fixed
Account and begin a new Guarantee Period.

METHOD OF PAYING DEATH BENEFIT

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

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

      If we pay the death benefit in the form of an Annuity Option, the
Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

NON-QUALIFIED CONTRACTS

      If your Contract is a Non-Qualified Contract, special distribution rules
apply to the payment of the death benefit. The amount of the death benefit must
be distributed either (1) as a lump sum within 5 years after your death or
(2) if in the form of an annuity, over a period not greater than the life or
expected life of the "designated beneficiary" within the meaning of
Section 72(s) of the Internal Revenue Code, with payments beginning no later
than one year after your death.

      The person you have named as Beneficiary under your Contract, if any, will
be the "designated beneficiary." If the named Beneficiary is not living and no
contingent beneficiary has been named, the Annuitant automatically becomes the
designated beneficiary.


      If the designated beneficiary is your surviving spouse, your spouse may
continue the Contract in his or her own name as Participant. To make this
election, your spouse must give us written notification within 60 days after we
receive Due Proof of Death. The special distribution rules will then apply on
the death of your spouse. To understand what happens when your spouse continues
the Contract, see "Spousal Continuance," above.



      During the Income Phase, if the Annuitant dies, the remaining value of the
Annuity Option(s) in place must be distributed at least as rapidly as the method
of distribution under that option.



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


                                       30
<PAGE>
      Payments made in contravention of these special rules would adversely
affect the treatment of the Contracts as annuity contracts under the Internal
Revenue Code. Neither you nor the Beneficiary may exercise rights that would
have that effect.

SELECTION AND CHANGE OF BENEFICIARY

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

PAYMENT OF DEATH BENEFIT

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

DUE PROOF OF DEATH


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



      -  An original certified copy of an official death certificate;



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



      -  Any other proof we find satisfactory.


                     THE INCOME PHASE -- ANNUITY PROVISIONS


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



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



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


SELECTION OF THE ANNUITANT OR CO-ANNUITANT


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



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


                                       31
<PAGE>
      When an Annuity Option has been selected as the method of paying the death
benefit, the Beneficiary is the Payee of the annuity payment.

SELECTION OF THE ANNUITY COMMENCEMENT DATE

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

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

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

      -  The Annuity Commencement Date must always be the first day of a month.

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

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

      -  The new Annuity Commencement Date must be at least 30 days after we
         receive the notice.


      There may be other restrictions on your selection of the Annuity
Commencement Date imposed by your retirement plan or applicable law. In most
situations, current law requires that for a Qualified Contract, certain minimum
distributions must commence no later than April 1 following the year the
Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no
later than April 1 following the year the Annuitant retires, if later than the
year the Annuitant reaches age 70 1/2).


ANNUITY OPTIONS

      We offer the following Annuity Options for payments during the Income
Phase. Each Annuity Option may be selected for a Variable Annuity, a Fixed
Annuity, or a combination of both. We may also agree to other settlement
options, in our discretion.

      ANNUITY OPTION A -- LIFE ANNUITY

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


      ANNUITY OPTION B -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS
      CERTAIN


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

      ANNUITY OPTION C -- JOINT AND SURVIVOR ANNUITY

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

                                       32
<PAGE>
      ANNUITY OPTION D -- MONTHLY PAYMENTS FOR A SPECIFIED PERIOD CERTAIN

      We make monthly payments for a specified period of time from 10 to 30
years, as you elect. If payments under this option are paid on a variable
annuity basis, the Annuitant may elect to receive in one sum the discounted
value of the remaining payments, less any applicable withdrawal charge; the
discount rate for this purpose will be the assumed interest rate in effect. If
the Annuitant dies during the period selected, the remaining income payments are
made as described under Annuity Option B. The election of this Annuity Option
may result in the imposition of a penalty tax.

SELECTION OF ANNUITY OPTION

      You select one or more of the Annuity Options, which you may change from
time to time during the Accumulation Phase, as long as we receive your selection
or change in writing at least 30 days before the Annuity Commencement Date. If
we have not received your written selection on the 30th day before the Annuity
Commencement Date, you will receive Annuity Option B, for a life annuity with
120 monthly payments certain.

      You may specify the proportion of your Adjusted Account Value you wish to
provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the
dollar amount of payments will vary, while under a Fixed Annuity, the dollar
amount of payments will remain the same. If you do not specify a Variable
Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between
Variable Annuities and Fixed Annuities in the same proportions as your Account
Value was divided between the Variable and Fixed Accounts on the Annuity
Commencement Date. You may allocate your Adjusted Account Value applied to a
Variable Annuity among the Sub-Accounts, or we will use your existing
allocations.

      There may be additional limitations on the options you may elect under
your particular retirement plan or applicable law.

      REMEMBER THAT THE ANNUITY OPTIONS MAY NOT BE CHANGED ONCE ANNUITY PAYMENTS
BEGIN.

AMOUNT OF ANNUITY PAYMENTS

      ADJUSTED ACCOUNT VALUE

      The Adjusted Account Value is the amount we apply to provide a Variable
Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking
your Account Value on the Business Day just before the Annuity Commencement Date
and making the following adjustments:

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

      -  If applicable, we apply the Market Value Adjustment to your Account
         Value in the Fixed Account, which may result in a deduction, an
         addition, or no change.

      -  We deduct any applicable premium tax or similar tax if not previously
         deducted.


      -  On the Annuity Commencement Date, we will exchange your Account's
         Variable Annuity Units for Annuitization Units which have an annual
         mortality and expense risk charge of 1.45% of your average Account's
         daily net assets.


      VARIABLE ANNUITY PAYMENTS

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

      To calculate the remaining payments, we convert the amount of the first
payment into Annuity Units for each Sub-Account; we determine the number of
those Annuity Units by dividing the portion of the first payment attributable to
the Sub-Account by the Annuity Unit Value of that Sub-Account for

                                       33
<PAGE>
the Valuation Period ending just before the Annuity Commencement Date. This
number of Annuity Units for each Sub-Account will remain constant (unless the
Annuitant requests an exchange of Annuity Units). However, the dollar amount of
the next Variable Annuity payment -- which is the sum of the number of Annuity
Units for each Sub-Account times its Annuity Unit Value for the Valuation Period
ending just before the date of the payment -- will increase, decrease, or remain
the same, depending on the net investment return of the Sub-Accounts.

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

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

      FIXED ANNUITY PAYMENTS

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

      MINIMUM PAYMENTS

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

EXCHANGE OF VARIABLE ANNUITY UNITS


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



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



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


ACCOUNT FEE


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


ANNUITY PAYMENT RATES


      The Contracts contain Annuity Payment Rates for each Annuity Option
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of: (a) the first monthly Variable Annuity payment based on the
assumed interest rate specified in the applicable Contract (at least 3% per
year, compounded annually); and (b) the monthly Fixed Annuity payment, when this
payment is based on the minimum guaranteed interest rate specified in the
Contract (at least 3% per


                                       34
<PAGE>

year, compounded annually). We may change these rates under Group Contracts for
Accounts established after the effective date of such change (See "Other
Contract Provisions -- Modification").



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


ANNUITY OPTIONS AS METHOD OF PAYMENT FOR DEATH BENEFIT

      You or your Beneficiary may also select one or more Annuity Options to be
used in the event of the Annuitant's death before the Income Phase, as described
under the "Death Benefit" section of this Prospectus. In that case, your
Beneficiary will be the Annuitant. The Annuity Commencement Date will be the
first day of the second month beginning after the Death Benefit Date.

                           OTHER CONTRACT PROVISIONS

EXERCISE OF CONTRACT RIGHTS

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

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

CHANGE OF OWNERSHIP

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

      The Owner of a Non-Qualified Contract may change the ownership of the
Contract prior to the Annuity Commencement Date; and each Participant, in like
manner, may change the ownership interest in a Contract. A change of ownership
will not be binding on us until we receive written notification. When we receive
such notification, the change will be effective as of the date on which the
request for change was signed by the Owner or Participant, as appropriate, but
the change will be without prejudice to us on account of any payment we make or
any action we take before receiving the change. If you change the Owner of a
Non-Qualified Contract, you will become immediately liable for the payment of
taxes on any gain realized under the Contract prior to the change of ownership,
including possible liability for a 10% federal excise tax.

                                       35
<PAGE>
VOTING OF FUND SHARES


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


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

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

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

PERIODIC REPORTS

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

      In addition, every person having voting rights will receive such reports
or prospectuses concerning the Variable Account and the Fund as may be required
by the Investment Company Act of

                                       36
<PAGE>
1940 and the Securities Act of 1933. We will also send such statements
reflecting transactions in your Account as may be required by applicable laws,
rules and regulations.

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

SUBSTITUTION OF SECURITIES


      Shares of any or all Funds may not always be available for investment
under the Contracts. We may add or delete Funds or other investment companies as
variable investment options under the Contracts. We may also substitute for the
shares held in any Sub-Account shares of another Fund or shares of another
registered open-end investment company or unit investment trust, provided that
the substitution has been approved, if required, by the SEC. In the event of any
substitution pursuant to this provision, we may make appropriate endorsement to
the Contract to reflect the substitution.


CHANGE IN OPERATION OF VARIABLE ACCOUNT

      At our election and subject to any necessary vote by persons having the
right to give instructions with respect to the voting of Fund shares held by the
Sub-Accounts, the Variable Account may be operated as a management company under
the Investment Company Act of 1940 or it may be deregistered under the
Investment Company Act of 1940 in the event registration is no longer required.
Deregistration of the Variable Account requires an order by the SEC. In the
event of any change in the operation of the Variable Account pursuant to this
provision, we may make appropriate endorsement to the Contract to reflect the
change and take such other action as may be necessary and appropriate to effect
the change.

SPLITTING UNITS

      We reserve the right to split or combine the value of Variable
Accumulation Units, Annuity Units or any of them. In effecting any such change
of unit values, strict equity will be preserved and no change will have a
material effect on the benefits or other provisions of the Contract.

MODIFICATION

      Upon notice to the Participant, in the case of an Individual Contract, and
the Owner and Participant(s), in the case of a Group Contract (or the Payee(s)
during the Income Phase), we may modify the Contract if such modification:
(i) is necessary to make the Contract or the Variable Account comply with any
law or regulation issued by a governmental agency to which the Company or the
Variable Account is subject; (ii) is necessary to assure continued qualification
of the Contract under the Internal Revenue Code or other federal or state laws
relating to retirement annuities or annuity contracts; (iii) is necessary to
reflect a change in the operation of the Variable Account or the Sub-Account(s)
(See "Change in Operation of Variable Account"); (iv) provides additional
Variable Account and/or fixed accumulation options; or (v) as may otherwise be
in the best interests of Owners, Participants, or Payees, as applicable. In the
event of any such modification, we may make appropriate endorsement in the
Contract to reflect such modification.

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

                                       37
<PAGE>
DISCONTINUANCE OF NEW PARTICIPANTS

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

RESERVATION OF RIGHTS

      We reserve the right, to the extent permitted by law, to: (1) combine any
2 or more variable accounts; (2) add or delete Funds, sub-series thereof or
other investment companies and corresponding Sub-Accounts; (3) add or remove
Guarantee Periods available at any time for election by a Participant; and
(4) restrict or eliminate any of the voting rights of Participants (or Owners)
or other persons who have voting rights as to the Variable Account. Where
required by law, we will obtain approval of changes from Participants or any
appropriate regulatory authority. In the event of any change pursuant to this
provision, we may make appropriate endorsement to the Contract to reflect the
change.

RIGHT TO RETURN


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


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

      -  all Purchase Payment Interest.

      This means you receive any gain on Purchase Payment Interest and we bear
any loss. However, if applicable state law requires, we will return the full
amount of any Purchase Payment(s) we received. State law may also require us to
give you a longer "free look" period or allow you to return the Contract to your
sales representative.

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

                               TAX CONSIDERATIONS

      This section describes general federal income tax consequences based upon
our understanding of current federal tax laws. Actual federal tax consequences
may vary depending on, among other things, the type of retirement plan with
which you use the Contract and the site where your Contract was issued. Also,
legislation affecting the current tax treatment of annuity contracts could be
enacted in the future and could apply retroactively to Contracts that you
purchased before the date of enactment. We do not make any guarantee regarding
the federal, state, or local tax status of any Contract or any transaction
involving any Contract. You should consult a qualified tax professional for
advice before purchasing a Contract or executing any other transaction (such as
a rollover, distribution, withdrawal or payment) involving a Contract.

                                       38
<PAGE>
U.S. FEDERAL TAX CONSIDERATIONS

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

      DEDUCTIBILITY OF PURCHASE PAYMENTS

      For federal income tax purposes, Purchase Payments made under
Non-Qualified Contracts are not deductible.

      PRE-DISTRIBUTION TAXATION OF CONTRACTS

      Generally, an increase in the value of a Contract will not give rise to
tax, prior to distribution.

      However, corporate (or other non-natural person) Owners of, and
Participants under, a Non-Qualified Contract incur current tax, regardless of
distribution, on Contract value increases. Such current taxation does not apply,
though, to (i) immediate annuities, which the Internal Revenue Code (the "Code")
defines as a single premium contract with an annuity commencement date within
one year of the date of purchase, or (ii) any Contract that the non-natural
person holds as agent for a natural person (such as where a bank or other entity
holds a Contract as trustee under a trust agreement).

      You should note that qualified retirement investments generally provide
tax deferral regardless of whether the underlying contract is an annuity.

      DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED CONTRACTS

      The Account Value will include an amount attributable to Purchase
Payments, the return of which is not taxable, and an amount attributable to
investment earnings, the return of which is taxable at ordinary income rates.
The relative portions of a distribution that derive from nontaxable Purchase
Payments and taxable investment earnings depend upon the timing of the
distribution.

      If you withdraw less than your entire Account Value under a Non- Qualified
Contract before the Annuity Commencement Date, you must treat the withdrawal
first as a return of investment earnings.

      You may treat only withdrawals in excess of the amount of the Account
Value attributable to investment earnings as a return of Purchase Payments.
Account Value amounts assigned or pledged as collateral for a loan will be
treated as if withdrawn from the Contract.

      If a Payee receives annuity payments under a Non-Qualified Contract after
the Annuity Commencement Date, however, the Payee treats a portion of each
payment as a nontaxable return of Purchase Payments. In general, the nontaxable
portion of such a payment bears the same ratio to the total payment as the
Purchase Payments bear to the Payee's expected return under the Contract. The
remainder of the payment constitutes a taxable return of investment earnings.
Once the Payee has received nontaxable payments in an amount equal to total
Purchase Payments, all future distributions constitute fully taxable ordinary
income. If the Annuitant dies before the Payee recovers the full amount of
Purchase Payments, the Payee may deduct an amount equal to unrecovered Purchase
Payments.

      Upon the transfer of a Non-Qualified Contract by gift (other than to the
Participant's spouse), the Participant must treat an amount equal to the Account
Value minus the total amount paid for the Contract as income.


      A penalty tax of 10% may apply to taxable cash withdrawals and lump- sum
payments from Non-Qualified Contracts. This penalty will not apply in certain
circumstances, such as distributions pursuant to the death of the Participant or
distributions under an immediate annuity (as defined above), or after
age 59 1/2.


                                       39
<PAGE>
      DISTRIBUTIONS AND WITHDRAWALS FROM QUALIFIED CONTRACTS


      Generally, distributions from a Qualified Contract will constitute fully
taxable ordinary income. Also, a 10% penalty tax will, except in certain
circumstances, apply to distributions prior to age 59 1/2.


      Distributions from a Qualified Contract are not subject to current
taxation or a 10% penalty, however, if:

      -  the distribution is a hardship distribution or part of a series of
         payments for life or for a specified period of 10 years or more (an
         "eligible rollover distribution"), and

      -  the Participant or Payee rolls over the distribution (with or without
         actually receiving the distribution) into a qualified retirement plan
         eligible to receive the rollover.

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

      WITHHOLDING

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

      INVESTMENT DIVERSIFICATION AND CONTROL

      The Treasury Department has issued regulations that prescribe investment
diversification requirements for mutual fund series underlying nonqualified
variable contracts. Contracts must comply with these regulations to qualify as
annuities for federal income tax purposes. Contracts that do not meet the
guidelines are subject to current taxation on annual increases in value. We
believe that each Fund complies with these regulations. The preamble to the
regulations states that the Internal Revenue Service may promulgate guidelines
under which an owner's excessive control over investments underlying the
contract will preclude the contract from qualifying as an annuity for federal
tax purposes. We cannot predict whether such guidelines, if in fact promulgated,
will be retroactive. We reserve the right to modify the Contract and/or the
Variable Account to the extent necessary to comply with any such guidelines, but
cannot assure that such modifications would satisfy any retroactive guidelines.

      TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT

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

      QUALIFIED RETIREMENT PLANS

      You may use Qualified Contracts with several types of qualified retirement
plans. Because tax consequences will vary with the type of qualified retirement
plan and the plan's specific terms and conditions, we provide below only brief,
general descriptions of the consequences that follow from

                                       40
<PAGE>
using Qualified Contracts in connection with various types of qualified
retirement plans. We stress that the rights of any person to any benefits under
these plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms of the Qualified Contracts that you are using. These
terms and conditions may include restrictions on, among other things, ownership,
transferability, assignability, contributions and distributions.

      PENSION AND PROFIT-SHARING PLANS

      Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of retirement plans for
employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most
differences between qualified retirement plans of corporations and those of
self-employed individuals. Self-employed persons may therefore use Qualified
Contracts as a funding vehicle for their retirement plans, as a general rule.

      TAX-SHELTERED ANNUITIES

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

      If the Contracts are to receive tax deferred treatment, cash withdrawals
of amounts attributable to salary reduction contributions (other than
withdrawals of accumulation account value as of December 31, 1988) may be made
only when the Participant attains age 59 1/2, separates from service with the
employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of
the Code). These restrictions apply to (i) any post-1988 salary reduction
contributions, (ii) any growth or interest on post-1988 salary reduction
contributions, and (iii) any growth or interest on pre-1989 salary reduction
contributions that occurs on or after January 1, 1989. It is permissible,
however, to withdraw post-1988 salary reduction contributions in cases of
financial hardship. While the Internal Revenue Service has not issued specific
rules defining financial hardship, we expect that to qualify for a hardship
distribution, the Participant must have an immediate and heavy bona fide
financial need and lack other resources reasonably available to satisfy the
need. Hardship withdrawals (as well as certain other premature withdrawals) will
be subject to a 10% tax penalty, in addition to any withdrawal charge applicable
under the Contracts. Under certain circumstances the 10% tax penalty will not
apply if the withdrawal is for medical expenses.

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

      INDIVIDUAL RETIREMENT ACCOUNTS

      Sections 219 and 408 of the Code permit eligible individuals to contribute
to an individual retirement program, including Simplified Employee Pension
Plans, Employer/Association of Employees Established Individual Retirement
Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to
limitations on contribution levels, the persons who may be eligible, and on the
time when distributions may commence. In addition, certain distributions from
some other types of retirement plans may be placed in an IRA on a tax-deferred
basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or
other agency may impose supplementary information requirements. We will provide
purchasers of the Contracts for such purposes with any necessary information.
You will have the right to revoke the Contract under certain circumstances, as
described in the section of this Prospectus entitled "Right to Return."

                                       41
<PAGE>
      ROTH IRAS

      Section 408A of the Code permits an individual to contribute to an
individual retirement program called a Roth IRA. Unlike contributions to a
traditional IRA under Section 408 of the Code, contributions to a Roth IRA are
not tax-deductible. Provided certain conditions are satisfied, distributions are
generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations
on contribution amounts and the timing of distributions. If an individual
converts a traditional IRA into a Roth IRA the full amount of the IRA is
included in taxable income. The Internal Revenue Service and other agencies may
impose special information requirements with respect to Roth IRAs. If and when
we make Contracts available for use with Roth IRAs, we will provide any
necessary information.

PUERTO RICO TAX CONSIDERATIONS

      Puerto Rico tax laws with respect to qualified retirement plans described
in this Prospectus vary significantly from those discussed above under
"U.S. Federal Tax Considerations." Although we currently offer the Contract in
Puerto Rico in connection with qualified retirement plans, the text of this
Prospectus under the heading "U.S. Federal Tax Considerations" dealing with such
qualified retirement plans is inapplicable to Puerto Rico and should be
disregarded.

      The following discussion applies if your Contract is issued in Puerto
Rico.

      Under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as
amended (the "1994 Code"), the Contract offered by this Prospectus is considered
an annuity contract. The 1994 Code provides that no income tax is payable on
increases in value of accumulation shares of annuity units credited to a
variable annuity contract until payments are made to the annuitant or other
payee under such contract.

      If any annuity distributions are made under an annuity contract, the
annuitant or other payee will be required to include as gross income the portion
of each payment equal to 3% of the aggregate premiums or other consideration
paid for the annuity. The amount, if any, in excess of the included amount is
excluded from gross income. After an amount equal to the aggregate amount
excluded from gross income has been received, all of the annuity payments are
considered to be taxable income.

      In the event payment under a Contract is made in a lump sum, the amount of
the payment would be included in the gross income of the Annuitant or other
Payee to the extent of the Annuitant's aggregate premiums or other consideration
paid.

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

                        ADMINISTRATION OF THE CONTRACTS

      We perform certain administrative functions relating to the Contracts,
Participant Accounts, and the Variable Account. These functions include, but are
not limited to, maintaining the books and records of the Variable Account and
the Sub-Accounts; maintaining records of the name, address, taxpayer
identification number, Contract number, Participant Account number and type, the
status of each Participant Account and other pertinent information necessary to
the administration and operation of the Contracts; processing Applications,
Purchase Payments, transfers and full and partial withdrawals; issuing Contracts
and Certificates; administering annuity payments; furnishing accounting and
valuation services; reconciling and depositing cash receipts; providing
confirmations; providing toll-free customer service lines; and furnishing
telephonic transfer services.

                         DISTRIBUTION OF THE CONTRACTS

      We offer the Contracts on a continuous basis. The Contracts are sold by
licensed insurance agents in those states where the Contracts may be lawfully
sold. Such agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. and who have entered into
distribution agreements with the Company and the general distributor, Clarendon
Insurance Agency, Inc. ("Clarendon"), One

                                       42
<PAGE>
Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon, a
wholly-owned subsidiary of the Company, is registered with the SEC under the
Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.


      Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.50% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 0.50% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation. We
reserve the right to offer these additional incentives only to certain
broker-dealers that sell or are expected to sell during specified time periods
certain minimum amounts of the Contracts or Certificates or other contracts
offered by the Company. Promotional incentives may change at any time.
Commissions may be waived or reduced in connection with certain transactions
described in this Prospectus under the heading "Waivers; Reduced Charges;
Credits; Bonus Guaranteed Interest Rates." We began offering the Contract in
October 1999. During 1999, approximately $126,568 in commissions were paid to
and retained by Clarendon in connection with the distribution of the Contracts.


                            PERFORMANCE INFORMATION

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

      Average Annual Total Return measures the net income of the Sub-Account and
any realized or unrealized gains or losses of the Funds in which it invests,
over the period stated. Average Annual Total Return figures are annualized and
represent the average annual percentage change in the value of an investment in
a Sub-Account over that period. Standardized Average Annual Total Return
information covers the period since we started offering the Sub-Accounts under
the Futurity products or, if shorter, the life of the Sub-Account.
Non-standardized Average Annual Total Return covers the life of each Fund, which
may predate the Futurity products. Cumulative Growth Rate represents the
cumulative change in the value of an investment in the Sub-Account for the
period stated, and is arrived at by calculating the change in the Accumulation
Unit Value of a Sub-Account between the first and the last day of the period
being measured. The difference is expressed as a percentage of the Accumulation
Unit Value at the beginning of the base period. "Compound Growth Rate" is an
annualized measure, calculated by applying a formula that determines the level
of return which, if earned over the entire period, would produce the cumulative
return.


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



      The performance figures used by the Variable Account are based on the
actual historical performance of the Funds for the specified periods, and the
figures are not intended to indicate future performance. For periods before the
date the Contracts became available, we calculate the performance information
for the Sub-Accounts on a hypothetical basis. To do this, we reflect deductions
of the current Contract fees and charges from the historical performance of the
corresponding Fund.


      Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (7-day period for the Sun Capital Money
Market Sub-Account), expressed as a percentage of the value of the Sub-Account's
Accumulation Units. Yield is an annualized figure, which means

                                       43
<PAGE>
that we assume that the Sub-Account generates the same level of net income over
a one-year period and compound that income on a semi-annual basis. We calculate
the effective yield for the Sun Capital Money Market Sub-Account similarly, but
include the increase due to assumed compounding. The Sun Capital Money Market
Sub-Account's effective yield will be slightly higher than its yield as a result
of its compounding effect.

      The Variable Account may also from time to time compare its investment
performance to various unmanaged indices or other variable annuities and may
refer to certain rating and other organizations in its marketing materials. More
information on performance and our computations is set forth in the Statement of
Additional Information.

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

      We may also advertise endorsements from organizations, individuals or
other parties that recommend the Company or the Contracts. We may occasionally
include in advertisements (1) comparisons of currently taxable and tax deferred
investment programs, based on selected tax brackets; or (2) discussions of
alternative investment vehicles and general economic conditions.

                             AVAILABLE INFORMATION

      The Company and the Variable Account have filed with the SEC registration
statements under the Securities Act of 1933 relating to the Contracts. This
Prospectus does not contain all of the information contained in the registration
statements and their exhibits. For further information regarding the Variable
Account, the Company and the Contracts, please refer to the registration
statements and their exhibits.

      In addition, the Company is subject to the informational requirements of
the Securities Exchange Act of 1934. We file reports and other information with
the SEC to meet these requirements. You can inspect and copy this information
and our registration statements at the SEC's public reference facilities at the
following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago,
IL 60661; New York, New York -- 7 World Trade Center, 13th Floor, New York, NY
10048. The Washington, D.C. office will also provide copies by mail for a fee.
You may also find these materials on the SEC's website (http://www.sec.gov).

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

                                       44
<PAGE>

                    ADDITIONAL INFORMATION ABOUT THE COMPANY


GENERAL


      The Company is engaged in the sale of individual variable life insurance
and individual and group fixed and variable annuities. These contracts are sold
in both the tax-qualified and non-tax-qualified markets. These products are
distributed through individual insurance agents, insurance brokers and
broker-dealers.



      The following table sets forth premiums and deposits by major product
categories for each of the last 3 years. See the Notes to the Statutory
Financial Statements of the Company included in this Prospectus for industry
segment information.



<TABLE>
<CAPTION>
                                              1999         1998         1997
                                           ----------   ----------   ----------
                                                     (IN $ THOUSANDS)
<S>                                        <C>          <C>          <C>
Protection                                 $   16,509   $  155,907   $  204,671
Wealth Management                          $2,651,247   $2,194,895   $2,204,693
                                           ----------   ----------   ----------
                                           $2,667,756   $2,350,802   $2,409,364
                                           ==========   ==========   ==========
</TABLE>


SELECTED FINANCIAL DATA


      The following selected financial data for the Company should be read in
conjunction with the Statutory Financial Statements and the Notes thereto
included in this Prospectus beginning on page   .


<TABLE>
<CAPTION>
                                                 FOR THE YEARS ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                   1999          1998          1997          1996          1995
                                -----------   -----------   -----------   -----------   -----------
                                                         (IN $ THOUSANDS)
<S>                             <C>           <C>           <C>           <C>           <C>
Revenues
  Premiums, annuity deposits
    and other revenue           $ 2,869,250   $ 2,581,463   $ 2,623,629   $ 2,215,322   $ 1,883,901
  Net investment income and
    realized gains                  190,844       187,208       298,121       310,172       315,966
                                -----------   -----------   -----------   -----------   -----------
                                  3,060,094     2,768,671     2,921,750     2,525,494     2,199,867
                                -----------   -----------   -----------   -----------   -----------
Benefits and expenses
  Policyholder benefits           2,706,121     2,416,950     2,579,104     2,232,528     1,995,208
  Other expenses                    239,136       214,607       206,065       175,342       150,937
                                -----------   -----------   -----------   -----------   -----------
                                  2,945,257     2,631,557     2,785,169     2,407,870     2,146,145
                                -----------   -----------   -----------   -----------   -----------
Operating gain                      114,837       137,114       136,581       117,624        53,722
Federal income tax expense
  (benefit)                          24,479        11,713         7,339        (5,400)       17,807
                                -----------   -----------   -----------   -----------   -----------
Net income                      $    90,358   $   125,401   $   129,242   $   123,024   $    35,915
                                ===========   ===========   ===========   ===========   ===========
Assets                          $19,948,155   $16,902,621   $15,925,357   $13,621,952   $12,359,683
                                ===========   ===========   ===========   ===========   ===========
Surplus notes                   $   565,000   $   565,000   $   565,000   $   315,000   $   650,000
                                ===========   ===========   ===========   ===========   ===========
</TABLE>

See "Reinsurance," below, for the effect of the reinsurance agreements on 1999
net income.

See Note 1 to the Statutory Financial Statements for changes in accounting
principles and reporting.


See discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations."


                                       45
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

CAUTIONARY STATEMENT


      This Prospectus includes forward-looking statements by the Company under
the Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to such topics as future product sales,
volume growth, market share, market risk and financial goals. It is important to
understand that these forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those that the statements anticipate. These risks and uncertainties may concern,
among other things:


    - Heightened competition, particularly in terms of price, product features,
      and distribution capability, which could constrain the Company's growth
      and profitability.

    - Changes in interest rates and market conditions.

    - Regulatory and legislative developments.


    - Developments in consumer preferences and behavior patterns.


RESULTS OF OPERATIONS


     1999 COMPARED TO 1998:



     NET INCOME


      Net income decreased by $35.0 million to $90.4 million in 1999, reflecting
a decrease of $54.7 million in income from operations and an increase of
$19.7 million in net realized capital gains. (In the following discussion,
"income from operations" refers to the statutory statements of operations line
item, "net gain from operations after dividends to policyholders and federal
income tax and before realized capital gains.")

      Income from operations decreased from $125.0 million in 1998 to
$70.3 million in 1999, mainly as a result of the following factors:


    - A $32.3 million increase, to $63.7 million in 1999, in the income from
      operations from the Company's Wealth Management segment. (See "1999
      Compared to 1998 -- Wealth Management Segment," below.)



    - The effect of terminating certain reinsurance agreements with the
      Company's ultimate parent in 1998. The termination of these agreements was
      the predominant factor in the $94.2 million decrease in income from
      operations for the Company's Protection segment. (See "1999 Compared to
      1998 -- Protection Segment," below.)



    - An increase of $7.2 million in income from operations from the Corporate
      segment, mainly reflecting dividends from a subsidiary. (See "1999
      Compared to 1998 -- Corporate Segment," below.)


     INCOME FROM OPERATIONS BY SEGMENT


      The Company's income from operations reflects the operations of its 3
business segments: the Wealth Management segment, the Protection segment and the
Corporate segment.


                                       46
<PAGE>
      The following table provides a summary of income from operations by
segment, which is discussed more fully below.

                       INCOME FROM OPERATIONS BY SEGMENT*
                                ($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                             % CHANGE
                                                                                       ---------------------
                                                        1999       1998       1997     1999/1998   1998/1997
                                                      --------   --------   --------   ---------   ---------
    <S>                                               <C>        <C>        <C>        <C>         <C>
    Wealth Management                                   63.7       31.4       14.7       102.9%      113.6%
    Protection                                          (5.1)      89.1       18.0      (105.7)%     395.0%
    Corporate                                           11.7        4.5       69.8       160.0%      (93.6)%
                                                        ----      -----      -----      ------       -----
                                                        70.3      125.0      102.5       (43.8)%      22.0%
                                                        ====      =====      =====      ======       =====
</TABLE>

    * Before net realized capital gains

    WEALTH MANAGEMENT SEGMENT

      The Wealth Management segment focuses on the savings and retirement needs
of individuals preparing for retirement or who have already retired. It
primarily markets to upscale consumers in the U.S., selling individual and group
fixed and variable annuities. Its major product lines, "Regatta" and "Futurity,"
are combination fixed/variable annuities. In these combination annuities,
contract holders have the choice of allocating payments either to a fixed
account, which provides a guaranteed rate of return, or to variable accounts.
Withdrawals from the fixed account are subject to market value adjustment. In
the variable accounts, the contract holder can choose from a range of investment
options and styles. The return depends upon investment performance of the
options selected. Investment funds available under Regatta products are managed
by Massachusetts Financial Services Company ("MFS"), an affiliate of the
Company. Investment funds available under Futurity products are managed by
several investment managers, including MFS and Sun Capital Advisers, Inc., a
subsidiary of the Company.


      The Company distributes its annuity products through a variety of
channels. For the Regatta products, about half are sold through securities
brokers; a further one-fourth through financial institutions, and the remainder
through insurance agents and financial planners. The Futurity products,
introduced in February 1998, are primarily distributed through a dedicated
wholesaler network, including Sun Life of Canada (U.S.) Distributors, Inc., a
subsidiary of the Company.


      Although new pension products are not currently sold, there has been a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products.

      Following are the major factors affecting this segment's results in 1999
as compared to 1998.


- - Deposit-type funds, which primarily comprised annuity deposits, increased by
  $457.7 million, or 21%, to $2,598.3 million in 1999. Fixed annuity account
  deposits were higher by approximately $625 million in 1999, which management
  believes is mainly a result of the success of the Company's introduction,
  during the fourth quarter of 1998, of a higher Dollar Cost Averaging ("DCA")
  rate and a new 6-month DCA program. Under these programs, which were
  redesigned in late 1996, deposits are made into the fixed portion of the
  annuity contract and receive a bonus rate of interest for the policy year.
  During the year, the fixed deposit is systematically transferred to the
  variable portion of the contract in equal periodic installments. While fixed
  annuity account deposits increased, deposits directly into variable accounts
  declined by approximately 13% in 1999. The Company believes this decline was a
  consequence of the heightened interest in the DCA programs in 1999.



  Sales of the Futurity line of products, introduced in February 1998,
  represented approximately 9% of total annuity deposits in 1999. The Company
  expects that sales of the Futurity products will continue to increase in the
  future, based on management's beliefs that market demand is growing for multi-


                                       47
<PAGE>

  manager variable annuity products, such as Futurity; that the productivity of
  Futurity's wholesale distribution network, established in 1998, will continue
  to grow; and that the marketplace will respond favorably to introductions of
  new Futurity products and product enhancements.


- - Fee income increased as a result of higher variable annuity account balances.
  Fee income was higher by approximately $32 million in 1999. The factors
  driving this growth in account balances have been market appreciation and net
  deposit activity. This growth has generated corresponding increases in fee
  income, since fees are determined based on the average assets held in these
  accounts. Other income increased by approximately $5 million in 1999, mainly
  reflecting a reinsurance agreement entered into in July 1999 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 $3.4 million.

- - The net year-over-year change in aggregate reserves on policies and contracts
  for the Wealth Management segment had the effect of increasing income from
  operations for this segment. This change reflected lower reserves related to
  minimum guaranteed death benefit product features as well as a variety of
  other factors.


- - There has been a shift in demand to variable account products from general
  account products. As a consequence, there has been a decline in average
  general account invested assets and, in turn, net investment income has
  declined. Net investment income reflects only income earned on invested assets
  of the general account. In 1999, net investment income for the Wealth
  Management segment decreased by $44.0 million, to $114.0 million. This decline
  in average general account assets primarily reflects the Company's decision in
  1997 to no longer market group pension and GIC products and as a consequence,
  a declining block of in-force business as GICs mature and are surrendered.


- - Policyholder benefits (the major elements of which are surrenders and
  withdrawals, changes in the liability for premium and other deposit funds, and
  related separate account transfers) were higher by approximately $430 million
  in 1999, mainly as a result of higher variable annuity surrenders. The
  increase in variable annuity surrenders primarily related to a block of
  separate account contracts that had been issued seven or more years previously
  and for which the surrender charge periods had expired. The Company expects
  that as the separate account block of business continues to grow and as an
  increasing number of accounts are no longer subject to surrender charges,
  surrenders will tend to increase. The Company is implementing a conservation
  program with the aim of improving asset retention.

- - Operational expenses, which include general insurance expenses and insurance
  taxes, licenses and fees, excluding federal income taxes, increased by
  $5.4 million, or 9%, in 1999. This increase reflected costs associated with
  operations and technology improvements to support the growth of the Company's
  in-force business. Commissions of $153.6 million were higher by $17.7 million
  in 1999, mainly as a result of higher sales.

    PROTECTION SEGMENT


      The Protection Segment comprises two main elements, internal reinsurance
and variable life products.


    INTERNAL REINSURANCE


      In recent years, the Company has had various reinsurance agreements with
Sun Life (Canada). In some of these arrangements, Sun Life (Canada) has
reinsured the mortality risks of individual life policies sold in prior years by
the Company. These agreements, in the aggregate, had an immaterial effect on net
income in the years 1998 and 1999. Under another reinsurance agreement, which
became effective January 1, 1991 and terminated October 1, 1998, the Company
reinsured certain individual life insurance contracts issued by Sun Life
(Canada). This agreement had the effect of increasing income from operations by
$24.6 million in 1998. In addition, the effect of terminating this agreement was
to further increase 1998 net income by $65.7 million as the termination payment
was less than the


                                       48
<PAGE>

reserves held under the agreement. Because this agreement terminated in 1998, it
had no effect on income from operations in 1999.


    VARIABLE LIFE PRODUCTS

      The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997. The Company's
management expects that the Company's variable life business will grow and
become more significant in the future. In September 1999, the Company introduced
a new variable universal life product as part of the Futurity product portfolio.
Costs related to developing this product were primarily responsible for the
decrease of approximately $4 million in income from operations for this portion
of the Protection segment.

    CORPORATE SEGMENT


      The Corporate segment includes the capital of the Company, its investments
in subsidiaries and items not otherwise attributable to either the Wealth
Management segment or the Protection segment.


      In 1999, income from operations for this segment increased by
$7.2 million to $11.7 million. This increase reflected higher net investment
income, mainly from dividends of $19.3 million received during the 4th quarter
from a subsidiary, New London Trust, F.S.B. Partially offsetting this change in
net investment income were higher operational expenses and higher federal income
taxes attributable to this segment.

    1998 COMPARED TO 1997:


    NET INCOME


      Net income decreased by $3.8 million to $125.4 million in 1998, reflecting
an increase of $22.5 million in income from operations and a decrease of
$26.3 million in net realized capital gains.

      Income from operations increased from $102.5 million in 1997 to
$125.0 million in 1998, mainly as a result of the following factors:


- - A $16.7 million increase, to $31.4 million in 1998, in the income from
  operations from the Company's Wealth Management segment. (See "1998 Compared
  to 1997 -- Wealth Management Segment," below.)



- - The effect of terminating certain reinsurance agreements with Sun Life
  (Canada). The termination of these agreements was the predominant factor in
  the $71.1 million increase in income from operations for the Company's
  Protection segment.



- - The effects of the Company's December 1997 reorganization (described in
  "Corporate Segment," below), as a result of which MFS is no longer a
  subsidiary of the Company. As a result of this reorganization, dividends from
  subsidiaries were lower in 1998 than in 1997 and certain subsidiary tax
  benefits were no longer available to the Company. Also affecting income from
  operations for the Corporate segment in 1998 was that income earned on the
  proceeds of a December 1997 issuance of a $250 million surplus note was lower
  than the related interest expense.



  Net realized capital gains decreased from $26.7 million in 1997 to
  $0.4 million in 1998. This decrease was also due to the Company's December
  1997 reorganization which resulted in a realized capital gain of
  $21.2 million in 1997.


                                       49
<PAGE>
    INCOME FROM OPERATIONS BY SEGMENT

    WEALTH MANAGEMENT SEGMENT


      Following are the major factors affecting the Wealth Management segment's
results in 1998 as compared to 1997:


    - Annuity deposits declined by about $27 million, or 1%, to $2.2 billion in
     1998. Fixed annuity account deposits were lower by approximately 7% in
     1998, while deposits into variable annuity accounts increased in total and
     as a proportion of total annuity deposits. These trends reflected market
     conditions and competitive factors.


     Deposits into the DCA programs, a feature of the Company's combination
     fixed/variable annuity products, were a significant element of account
     deposits. Under these programs, which were redesigned in late 1996,
     deposits are made into the fixed portion of the annuity contract and
     receive a bonus rate of interest for the policy year. During the year, the
     fixed deposit is systematically transferred to the variable portion of the
     contract in equal periodic installments. DCA deposits overall were flat in
     1998 compared to 1997. This pattern resulted, in part, from heightened
     competition, as other companies introduced similar DCA programs within in
     1998. During the fourth quarter of 1998, the Company introduced a higher
     DCA rate and a new six-month DCA program. DCA deposits for that quarter
     were higher, compared to the preceding 1998 quarters.


     An increase in variable account deposits in 1998 reflected both the
     continuing strong growth in equity markets generally and the continuing
     strong performance of the investment funds underlying the Company's
     variable annuity products. The continuing strong equity markets, low
     interest rate environment, and demographic trends, among other factors,
     increased the demand and market for wealth accumulation products in the
     U.S., particularly for variable annuities. These factors contributed to the
     growth in the Company's variable account deposits in 1998, despite
     heightened competition.

     The Company introduced its Futurity line of products in February 1998.
     Related deposits represented about 6% of the total for the Wealth
     Management segment in 1998.

    - Fee income increased as a result of higher variable annuity account
      balances. The main factors driving this growth in account balances were
      market appreciation and net deposit activity. This growth generated
      corresponding increases in fee income, since fees are determined based on
      the average assets held in these accounts. Fee income increased by
      approximately $43 million, or 39%, in 1998.


    - Because there was a shift to variable accounts from the general account,
      net investment income declined. Net investment income reflects only income
      earned on invested assets of the general account. In 1998, net investment
      income for the Wealth Management segment decreased by about $40 million,
      or 20%, compared to 1997, mainly as a result of the decline in average
      invested assets in the Company's general account. This decline in average
      general account assets mainly reflected the shift in deposits in recent
      years from the fixed account to variable accounts. It also reflected the
      Company's decision in 1997 to no longer market group pension and GICs.



    - Policyholder benefits were lower, mainly reflecting lower surrender
      activity compared to 1997. During 1997 and into the first half of 1998,
      surrender and withdrawal activity had been high. This activity primarily
      related to a block of separate account contracts that had been issued 7 or
      more years previously and for which the surrender charge periods had
      expired. While variable account surrenders continued to rise, general
      account surrenders declined in 1998. As a result of this pattern of
      activity, policyholder benefits (of which surrenders and withdrawals, the
      related changes in the liability for premium and other deposit funds, and
      related separate account transfers are the major elements) increased in
      1997 and were lower in 1998.


                                       50
<PAGE>

    - As a result of investments in technology and infrastructure to enhance
      annuity operations, operational expenses increased by approximately $12
      million, or 25%, in 1998 compared to 1997. These increases reflected 3
      main factors:


       - Higher volumes of annuity business, requiring greater administrative
         support.

       - Improvements to the computer systems and technology that support the
         annuity business. These improvements involved information systems
         supporting the growth of the Company's in-force business, particularly
         its combination fixed/variable annuities.

       - Costs associated with the product design and implementation of the new
         Futurity multi-manager annuity product and the development of a new
         product within the Regatta product line.

    PROTECTION SEGMENT


      The reinsurance arrangements in which Sun Life (Canada) has reinsured the
mortality risks of individual life policies sold in prior years by the Company
had an immaterial effect, in the aggregate, on net income in 1997 and 1998.
Under another agreement, which became effective January 1, 1991 and terminated
October 1, 1998, the Company reinsured certain individual life insurance
contracts issued by Sun Life (Canada). This agreement had the effect of
increasing income from operations by $37.1 million in 1997. Income from
operations decreased to $24.6 million in 1998, because the agreement was in
place only through the first 9 months of 1998. In addition, the effect of
terminating this agreement was to further increase 1998 net income by $65.7
million. This termination-related increase in 1998 represented a reasonable
approximation of the value of the stream of future earnings that the agreement
would have generated had it remained in effect.


      The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997.

    CORPORATE SEGMENT


      In 1998, income from operations decreased by $65.3 million to
$4.5 million for the Corporate segment. This decrease reflected 2 main factors:



    - Dividends from subsidiaries were lower than in 1997 by $37.5 million. This
      decrease mainly resulted from a December 1997 reorganization, in which the
      Company transferred its ownership of MFS to its parent company, Sun Life
      of Canada (U.S.) Holdings, Inc. ("Sun Life (U.S.) Holdings.") As a result
      of this reorganization, the Company received no dividends from MFS in
      1998. By comparison, it received $33.1 million of MFS dividends in 1997.



    - Net investment income, other than dividends from subsidiaries, decreased
      by $5.9 million in 1998 over 1997, reflecting the effect of the Company's
      December 1997 issuance of a $250 million surplus note to Sun Life (U.S.)
      Holdings. Interest expense exceeded investment earnings on the related
      funds.



FINANCIAL CONDITION AND LIQUIDITY


    ASSETS


      The Company's total assets comprise those held in its general account and
those held in its separate accounts. General account assets support general
account liabilities. Separate accounts and their assets are of 2 main types:


    - Those assets held in a "fixed" separate account, which the Company
      established for amounts that contract holders allocate to the fixed
      portion of their combination fixed/variable deferred annuity contracts.
      Fixed separate account assets are available to fund general account
      liabilities and general account assets are available to fund the
      liabilities of this fixed separate account. The

                                       51
<PAGE>
      Company manages the assets of this fixed separate account according to
      general account investment policy guidelines.

    - Those assets held in a number of registered and non-registered "variable"
      separate accounts as investment vehicles for the Company's variable life
      and annuity contracts. Policyholders may choose from among various
      investment options offered under these contracts according to their
      individual needs and preferences. Policyholders assume the investment
      risks associated with these choices. General account and fixed separate
      account assets are not available to fund the liabilities of these variable
      accounts.

      The following table summarizes significant changes in asset balances
during 1999, 1998 and 1997. The changes are discussed below.

<TABLE>
<CAPTION>
                                                       ASSETS                       % CHANGE
                                            1999        1998        1997      1999/1998   1998/1997
                                          ---------   ---------   ---------   ---------   ---------
                                                   ($ IN MILLIONS)
<S>                                       <C>         <C>         <C>         <C>         <C>
General account assets..................  $ 2,377.1   $ 2,932.2   $ 4,513.5     (18.9)%     (35.0)%
Fixed separate account assets...........    2,080.7     2,195.6     2,343.9      (5.2)%      (6.3)%
                                          ---------   ---------   ---------     -----       -----
                                          $ 4,457.8   $ 5,127.8   $ 6,857.4     (13.1)%     (25.2)%

Variable separate account assets........   15,490.3    11,774.8     9,068.0      31.6%       29.9%
                                          ---------   ---------   ---------     -----       -----
Total assets............................  $19,948.1   $16,902.6   $15,925.4      18.0%        6.1%
                                          =========   =========   =========     =====       =====
</TABLE>


      General account and fixed separate account assets, taken together,
decreased by 13.2% in 1999; but variable separate account assets increased by
31.6%. In 1998, the combined general account and fixed separate account
decreased by 25.2%, while variable separate account assets increased by 29.9%.
This growth in variable accounts relative to the general and fixed accounts
reflects 2 main factors: (1) appreciation of the funds held in the variable
separate accounts has exceeded that of the funds held in the general and fixed
separate accounts; and (2) annuity deposits and exchanges into variable accounts
have increased, while annuity deposits into fixed accounts have slowed. The
Company believes this pattern has reflected a shift in the preferences of
policyholders, which is largely attributable to the strong performance of equity
markets in general and of the Company's variable account funds in particular.



      The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash and invested assets, which
represented essentially all of general account assets at year-end 1999. Major
types of invested asset holdings included bonds, mortgages, real estate and
common stock. The Company's bond holdings comprised 51.5% of the Company's
portfolio at year-end 1999. Bonds included both public and private issues. It is
the Company's policy to acquire only investment-grade securities. As a result,
the overall quality of the bond portfolio is high. At year-end 1999, only 0.5%
were rated below-investment-grade; i.e., they had National Association of
Insurance Commissioners ("NAIC") ratings lower than "1" or "2." The Company's
mortgage holdings amounted to $528.9 million at year-end 1999, representing
22.3% of the total portfolio. All mortgage holdings at year-end 1999 were in
good standing. The Company believes that the high quality of its mortgage
portfolio is largely attributable to its stringent underwriting standards. At
year-end 1999, investment real estate amounted to $79.2 million, representing
about 3.3% of the total portfolio. The Company invests in real estate to enhance
yields and, because of the long-term nature of these investments, the Company
uses them for purposes of matching with products having long-term liability
durations. Common stock holdings amounted to $75.3 million, representing about
3.2% of the portfolio. These holdings comprised the Company's ownership shares
in subsidiaries.


                                       52
<PAGE>
    LIABILITIES

      As with assets, the proportion of variable separate account liabilities to
total liabilities has been increasing. Most of the Company's liabilities
comprise reserves for life insurance and for annuity contracts and deposit
funds. The Company expects the declining trend in general account liabilities to
continue, because it believes that net maturities will continue to exceed sales
for the fixed contracts associated with these liabilities. This trend stems
mainly from the Company's 1997 decision to discontinue selling group pension and
GIC contracts and to focus its marketing efforts on its combination
fixed/variable annuity products.

CAPITAL MARKETS RISK MANAGEMENT

      See "Quantitative and Qualitative Disclosures About Market Risk," below,
for a discussion of the Company's capital markets risk management.


CAPITAL RESOURCES



    CAPITAL ADEQUACY


      The National Association of Insurance Commissioners ("NAIC") adopted
regulations at the end of 1993 that established minimum capitalization
requirements for insurance companies, based on risk-based capital ("RBC")
formulas. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies calculates capital requirements
related to asset, insurance, interest rate, and business risks. According to the
RBC calculation, the Company's capital was well in excess of its required
capital at year-end 1999.

    LIQUIDITY

      The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business
ventures; and to pay normal operating expenditures and taxes. The Company's main
sources of funds are premiums and deposits on insurance and annuity products;
proceeds from the sale of investments; income from investments; and repayments
of investment principal.

      In managing its general account and fixed separate account assets in
relation to its liabilities, the Company has segmented these assets by product
or by groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. Among other matters,
this investment policy considers liquidity requirements and provides cash flow
estimates. The Company reviews these policies quarterly.

      The Company's liquidity targets are intended to enable it to meet its
day-to-day cash requirements. On a quarterly basis, the Company compares its
total "liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade bonds. The Company's policy is to maintain a liquidity ratio in
excess of 100%, and it did so throughout 1999. Based on its ongoing liquidity
analyses, the Company believes that its available liquidity is more than
sufficient to meet its liquidity needs.

OTHER MATTERS

    DEMUTUALIZATION


      On January 27, 1998, Sun Life (Canada) announced that its Board of
Directors had requested that management develop a plan to demutualize.
Demutualization would involve converting from a mutual structure, with ownership
by policyholders, to a shareholder-owned company. It would provide that the
ownership interest currently held by policyholders be distributed to them in the
form of shares, without affecting their interests as policyholders. In
June 1999, the Sun Life (Canada)'s Board of


                                       53
<PAGE>

Directors approved the demutualization timetable recommended by management, and
on September 28, 1999, Sun Life (Canada)'s Board of Directors approved the
demutualization plan. On December 6, 1999, Sun Life (Canada) received approval
for its demutualization plan from the Michigan Commissioner of Insurance. At a
Special Meeting on December 15, 1999, eligible policyholders of Sun Life
(Canada) voted in favor of the Company's plans to demutualize. Sun Life (Canada)
completed its demutualization on March 22, 2000 and its Initial Public Offering
("IPO") on March 29, 2000. The demutualization of Sun Life (Canada) is not
expected to have any significant impact on the Company.



    SALE OF SUBSIDIARIES


      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 $34.0 million and the Company realized a post tax
gain of $4.9 million.


      On October 29, 1999, the Company completed the sale of its wholly-owned
subsidiary, New London Trust F.S.B. ("NLT"), for approximately $30.3 million to
an unaffiliated party. The Company realized a post-tax gain of $13.2 million
from this sale. This transaction is not expected to have a significant effect on
the ongoing operations of the Company.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


      This discussion covers market risks associated with investment portfolios
that support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than the
Company, assumes these market risks.

    GENERAL

      The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the Company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality. Each
quarter, investment and business unit managers review these policies to ensure
that the policies remain appropriate, taking into account each segment's
liability characteristics.


    TYPES OF MARKET RISKS


      The Company's stringent underwriting standards and practices have resulted
in high-quality portfolios and have the effect of limiting credit risk. It is
the Company's policy, for example, not to purchase below-investment-grade
securities. Also, as a matter of investment policy, the Company assumes no
foreign currency or commodity risk; nor does it assume equity price risk except
to the extent that it holds real estate in its portfolios. (At year-end 1999,
investment real estate holdings represented less than 4% of its total general
account portfolio.) The management of interest rate risk exposure is discussed
below.


    INTEREST RATE RISK MANAGEMENT


      The Company's fixed interest rate liabilities are primarily supported by
well-diversified portfolios of fixed interest investments. They are also
supported by holdings of real estate and floating rate notes. All of these fixed
interest investments are held for other than trading purposes and can include
publicly issued and privately placed bonds and commercial mortgage loans. Public
bonds can include Treasury bonds, corporate bonds, and money market instruments.
The Company's fixed income portfolios also hold securitized assets, including
mortgage-backed securities ("MBS") and asset-backed securities. These securities
are subject to the same standards applied to other portfolio investments,
including relative value criteria and diversification guidelines. In portfolios
backing interest-sensitive liabilities, the Company's policy is to limit MBS
holdings to less than 10% of total portfolio assets. In all portfolios, the
Company restricts MBS investments to pass-through securities issued by U.S.
government agencies

                                       54
<PAGE>
and to collateralized mortgage obligations, which are expected to exhibit
relatively low volatility. The Company does not engage in lever-aged
transactions and it does not invest in the more speculative forms of these
instruments such as the interest-only, principal-only, inverse floater, or
residual tranches.

      Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.

      Significant features of the Company's immunization models include:

    - an economic or market value basis for both assets and liabilities;

    - an option pricing methodology;

    - the use of effective duration and convexity to measure interest rate
      sensitivity;

    - the use of key rate durations to estimate interest rate exposure at
      different parts of the yield curve and to estimate the exposure to
      non-parallel shifts in the yield curve.

      The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments. The Company
manages these mismatches to a tolerance range of plus or minus 0.5.

      Asset strategies may include the use of Treasury futures or interest rate
swaps to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.

      Liabilities categorized as financial instruments and held in the Company's
general account at December 31, 1999 had a fair value of $1,024.6 million. Fixed
income investments supporting those liabilities had a fair value of $2,072.1
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets at December 31, 1999. The analysis
showed that if there were an immediate increase of 100 basis points in interest
rates, the fair value of the liabilities would show a net decrease of $30.6
million and the corresponding assets would show a net decrease of $80.5 million.

      By comparison, liabilities categorized as financial instruments and held
in the Company's general account at December 31, 1998 had a fair value of
$1,538.3 million. Fixed income investments supporting those liabilities had a
fair value of $2,710.1 million at that date. The Company performed a sensitivity
analysis on these interest-sensitive liabilities and assets at December 31,
1998. The analysis showed that if there were an immediate increase of 100 basis
points in interest rates, the fair value of the liabilities would show a net
decrease of $46.3 million and the corresponding assets would show a net decrease
of $113.2 million.

      The Company produced these estimates using computer models. Since these
models reflect assumptions about the future, they contain an element of
uncertainty. For example, the models contain assumptions about future
policyholder behavior and asset cash flows. Actual policyholder behavior and
asset cash flows could differ from what the models show. As a result, the
models' estimates of duration and market values may not reflect what actually
will occur. The models are further limited by the fact that they do not provide
for the possibility that management action could be taken to mitigate adverse
results. The Company believes that this limitation is one of conservatism; that
is, it will tend to cause

                                       55
<PAGE>
the models to produce estimates that are generally worse than one might actually
expect, all other things being equal.

      Based on its processes for analyzing and managing interest rate risk, the
Company believes its exposure to interest rate changes will not materially
affect its near-term financial position, results of operations, or cash flows.

REINSURANCE

      The Company has agreements with Sun Life (Canada) which provide that Sun
Life (Canada) 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
in 1999 had the effect of decreasing net income from operations by approximately
$1,527,000.


      Effective January 1, 1991, the Company entered into an agreement with Sun
Life (Canada) under which certain individual life insurance contracts issued by
Sun Life (Canada) were reinsured by the Company on a 90% coinsurance basis. Also
effective January 1, 1991 the Company entered into an agreement with Sun Life
(Canada) which provides that Sun Life (Canada) will reinsure the mortality risks
in excess of $500,000 per policy for the individual life insurance contracts
assumed by the Company in the reinsurance agreement described above. Such death
benefits are reinsured on a yearly renewable term basis. The life reinsurance
assumed agreement requires 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 for the year ended December 31, 1998.
The Company terminated these agreements effective October 1, 1998, resulting in
an increase in income from operations in 1998 of $65,679,000 which included a
cash settlement.


      The Company has also executed reinsurance agreements with unrelated
companies which provide reinsurance of certain individual life insurance
contracts on a modified coinsurance basis under which all deficiency reserves
are ceded. Reinsurance transactions under this agreement had the effect of
increasing income from operations by $193,000 in 1999.


      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.


RESERVES

      In accordance with the life insurance laws and regulations under which the
Company operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on its outstanding
contracts. Reserves are based on mortality tables in general use in the United
States and are computed to equal amounts that, with additions from premiums to
be received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities or in the event of an insured's death. In the accompanying
Financial Statements, these reserves are determined in accordance with statutory
regulations.

INVESTMENTS


      Of the Company's total assets of $19.9 billion at December 31, 1999, 88.1%
($17.6 billion) consisted of unitized and non-unitized separate account assets,
6.1% ($1.2 billion) was invested in bonds and similar securities, 2.7%
($528 million) was invested in mortgages, 0.4% ($75.3 million) was invested in
subsidiaries, 0.4% ($94.8 million) was invested in real estate, and the
remaining 2.3% ($456.1 million) was invested in cash and other assets.


                                       56
<PAGE>
COMPETITION

      The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
marketing insurance products. According to a 1999 statistical study published by
A.M. Best, the Company ranked 36th among North American life insurance companies
based upon total assets as of December 31, 1998.

EMPLOYEES

      The Company and Sun Life (Canada) have entered into a service agreement
which provides that the latter will furnish the Company, as required, with
personnel as well as certain services and facilities on a cost reimbursement
basis. As of March 31, 2000, the Company had    direct employees who are
employed at its Principal Executive Office in Wellesley Hills, Massachusetts and
at its Retirement Products and Services Division in Boston, Massachusetts.

PROPERTIES


      The Company occupies office space owned by it and leased to Sun Life
(Canada), and certain unrelated parties for lease terms not exceeding 5 years.
The Company also occupies office space which it leases from unaffiliated parties
for various lease terms.


STATE REGULATION

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

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

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


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


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

                                       57
<PAGE>

                               LEGAL PROCEEDINGS


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

                                  ACCOUNTANTS

      The financial statements of the Variable Account for the year ended
December 31, 1999 included in the Statement of Additional Information and the
statutory financial statements of the Company for the years ended December 31,
1999, 1998 and 1997 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                              FINANCIAL STATEMENTS

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


      The financial statements of the Variable Account for the year ended
December 31, 1999 are included in the Statement of Additional Information.


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

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

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

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

                                       59
<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
                                                           ----------   ----------   ----------
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

                                       60
<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 (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                            1999             1998             1997
                                                            ----             ----             ----
<S>                                                       <C>              <C>              <C>
  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.

                                       61
<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.

                                       62
<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.

                                       63
<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 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.

                                       64
<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)

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. However, statutory accounting principles will continue to be established
by individual state laws and permitted practices and it is uncertain when, or
if, the state of Delaware will require adoption of Codification for the
preparation of statutory financial statements. The Company has not finalized the
quantification of the effects of Codification on its statutory financial
statements.

OTHER

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

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

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

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

2.  INVESTMENTS IN SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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

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

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. 7


                                       66
<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)

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>

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>

                                       67
<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

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>

<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>

                                       68
<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)


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>

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.

                                       69
<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 following table shows the geographical distribution of the mortgage loan
portfolio.

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

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

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

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

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>

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

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


6.  INVESTMENT GAINS AND LOSSES (CONTINUED)

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.

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.

                                       71
<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.

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.

                                       72
<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

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.

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.

                                       73
<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 Company is contingently liable for the portion of the policies reinsured
under each of its existing reinsurance agreements in the event the reinsurance
companies are unable to pay their portion of any reinsured claim. Management
believes that any liability from this contingency is unlikely. However, to limit
the possibility of such losses, the Company evaluates the financial condition of
its reinsurers and monitors concentration of credit risk.

11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES

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

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

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

12. SEGMENT INFORMATION

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

                                       74
<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>
                                                                                    FEDERAL
                                              TOTAL          TOTAL        PRETAX     INCOME       TOTAL
                                             REVENUES    EXPENDITURES*    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.

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.

                                       75
<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 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.

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>

                                       76
<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>

                                       77
<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.

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.

                                       78
<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

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.

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.

                                       79
<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) (CONTINUED)

The Company expensed $43,266,000, $44,903,000, and $42,481,000 for interest on
surplus notes and notes payable for the years ended December 31, 1999, 1998 and
1997, respectively.

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

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

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

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

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

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

B.  STOCKHOLDER DIVIDENDS

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

                                       80
<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


18. RISK-BASED CAPITAL (CONTINUED)

practices, taking into account the risk characteristics of its investments and
products. The Company has met the minimum risk-based capital requirements at
December 31, 1999, 1998 and 1997.

19. COMMITMENTS AND CONTINGENT LIABILITIES

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


                                       81
<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.

Deloitte & Touche


Boston, Massachusetts
February 10, 2000


                                       82
<PAGE>
            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<TABLE>
<S>                                                           <C>
Calculation of Performance Data
Tax Deferred Accumulation
Advertising and Sales Literature
Calculations
  Example of Variable Accumulation Unit Value Calculation
  Example of Variable Annuity Unit Calculation
  Example of Variable Annuity Payment Calculation
Distribution of the Contracts
Designation and Change of Beneficiary
Custodian
Financial Statements
</TABLE>


                                       83
<PAGE>

      This Prospectus sets forth information about the Contracts and the
Variable Account that a prospective purchaser should know before investing.
Additional information about the Contracts and the Variable Account has been
filed with the Securities and Exchange Commission in a Statement of Additional
Information dated April 10, 2000 which is incorporated herein by reference. The
Statement of Additional Information is available upon request and without charge
from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this
request form to the address shown below or telephone (888) 786-2435.


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

<TABLE>
<S>     <C>
To:     Sun Life Assurance Company of Canada (U.S.)
        c/o Retirement Products and Services
        P.O. Box 9133
        Boston, Massachusetts 02117

        Please send me a Statement of Additional Information for
        Futurity Accolade Variable and Fixed Annuity
        Sun Life of Canada (U.S.) Variable Account F.
</TABLE>

<TABLE>
<S>          <C>
Name         ------------------------------------------------------------

Address      ------------------------------------------------------------

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

<TABLE>
<S>   <C>                                <C>    <C>                  <C>  <C>       <C>
City  --------------------------------   State  --------------       Zip  -------
</TABLE>

<TABLE>
<S>        <C>
Telephone  ------------------------------------------------------------
</TABLE>

                                       84
<PAGE>
                                   APPENDIX A
                                    GLOSSARY

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

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

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


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


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

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

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


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


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

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

      *BENEFICIARY: Prior to the Annuity Commencement Date, the person or entity
having the right to receive the death benefit and, for Non-Qualified Contracts,
who, in the event of the Participant's death, is the "designated beneficiary"
for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity
Commencement Date, the person or entity having the right to receive any payments
due under the Annuity Option elected, if applicable, upon the death of the
Payee.

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

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

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

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

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

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

                                       85
<PAGE>
      DEATH BENEFIT DATE: If you have elected a death benefit payment option
before the Annuitant's death that remains in effect, the date on which we
receive Due Proof of Death. If your Beneficiary elects the death benefit payment
option, the later of (a) the date on which we receive the Beneficiary's election
and (b) the date on which we receive Due Proof of Death. If we do not receive
the Beneficiary's election within 60 days after we receive Due Proof of Death,
the Death Benefit Date will be the last day of the 60 day period and we will pay
the death benefit in one lump sum.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       86
<PAGE>

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


      PAYEE: A recipient of payments under a Contract. The term includes an
Annuitant or a Beneficiary who becomes entitled to benefits upon the death of
the Participant, or on the Annuity Commencement Date.

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

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

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

      RENEWAL DATE: The last day of a Guarantee Period.

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

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

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

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

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

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

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

                                       87
<PAGE>

                                   APPENDIX B
           CONDENSED FINANCIAL INFORMATION - ACCUMULATION UNIT VALUES



      The following information should be read in conjunction with the Variable
Account's Financial Statements appearing the Statement of Additional
Information. All of the Variable Account's Financial Statements have been
audited by Deloitte & Touche LLP, independent certified public accountants.



<TABLE>
<CAPTION>
                                                                 PERIOD ENDED
                                                              DECEMBER 31, 1999*
                                                              ------------------
<S>                                                           <C>
AIM V.I. CAPITAL APPRECIATION FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.7461
  Units outstanding at end of period........................         27,793
AIM V.I. GROWTH FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.6219
  Units outstanding at end of period........................         71,866
AIM V.I. GROWTH AND INCOME FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.7245
  Units outstanding at end of period........................         41,234
AIM V.I. INTERNATIONAL EQUITY FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.8416
  Units outstanding at end of period........................         40,021
ALGER AMERICAN GROWTH PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.4941
  Units outstanding at end of period........................         77,992
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.9651
  Units outstanding at end of period........................         25,358
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.3871
  Units outstanding at end of period........................         12,969
GOLDMAN SACHS VIT CORE-SM- LARGE CAP GROWTH FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.6147
  Units outstanding at end of period........................         17,289
GOLDMAN SACHS VIT CORE-SM- SMALL CAP EQUITY FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.0375
  Units outstanding at end of period........................          1,775
</TABLE>


                                       88
<PAGE>


<TABLE>
<CAPTION>
                                                                 PERIOD ENDED
                                                              DECEMBER 31, 1999*
                                                              ------------------
<S>                                                           <C>
GOLDMAN SACHS VIT CORE-SM- U.S. EQUITY FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.7733
  Units outstanding at end of period........................         23,427
GOLDMAN SACHS VIT GROWTH AND INCOME FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.2057
  Units outstanding at end of period........................          5,354
GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.0983
  Units outstanding at end of period........................          6,582
J.P. MORGAN SERIES TRUST II INTERNATIONAL OPPORTUNITIES
 PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.7681
  Units outstanding at end of period........................         10,730
J.P. MORGAN SERIES TRUST II SMALL COMPANY PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.7122
  Units outstanding at end of period........................          5,598
J.P. MORGAN SERIES TRUST II U.S. DISCIPLINED EQUITY
 PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.5320
  Units outstanding at end of period........................          6,455
LORD ABBETT SERIES FUND GROWTH AND INCOME PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.4167
  Units outstanding at end of period........................         55,559
MFS/SUN LIFE CAPITAL APPRECIATION SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.4436
  Units outstanding at end of period........................          4,427
MFS/SUN LIFE EMERGING GROWTH SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $15.8653
  Units outstanding at end of period........................         58,261
MFS/SUN LIFE GOVERNMENT SECURITIES SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $ 9.9962
  Units outstanding at end of period........................         11,021
</TABLE>


                                       89
<PAGE>


<TABLE>
<CAPTION>
                                                                 PERIOD ENDED
                                                              DECEMBER 31, 1999*
                                                              ------------------
<S>                                                           <C>
MFS/SUN LIFE HIGH YIELD SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.2886
  Units outstanding at end of period........................         44,229
MFS/SUN LIFE MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000**
    End of Period...........................................       $13.1026
  Units outstanding at end of period........................         55,773
MFS/SUN LIFE MASSACHUSETTS INVESTORS TRUST SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000**
    End of Period...........................................       $11.4114
  Units outstanding at end of period........................         48,386
MFS/SUN LIFE NEW DISCOVERY SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000**
    End of Period...........................................       $15.8588
  Units outstanding at end of period........................         18,482
MFS/SUN LIFE TOTAL RETURN SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000**
    End of Period...........................................       $10.4572
  Units outstanding at end of period........................         42,271
MFS/SUN LIFE UTILITIES SERIES
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.0305
  Units outstanding at end of period........................         49,859
OCC ACCUMULATION TRUST EQUITY PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.7137
  Units outstanding at end of period........................            102
OCC ACCUMULATION TRUST MANAGED PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.5852
  Units outstanding at end of period........................         25,785
OCC ACCUMULATION TRUST MID CAP PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $12.5624
  Units outstanding at end of period........................         19,070
OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.5551
  Units outstanding at end of period........................            102
</TABLE>


                                       90
<PAGE>


<TABLE>
<CAPTION>
                                                                 PERIOD ENDED
                                                              DECEMBER 31, 1999*
                                                              ------------------
<S>                                                           <C>
SUN CAPITAL BLUE CHIP MID CAP FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.2132
  Units outstanding at end of period........................         17,878
SUN CAPITAL INVESTMENT GRADE BOND FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.0222
  Units outstanding at end of period........................         11,553
SUN CAPITAL INVESTORS FOUNDATION FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $11.9051
  Units outstanding at end of period........................            394
SUN CAPITAL MONEY MARKET FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.0779
  Units outstanding at end of period........................        366,623
SUN CAPITAL REAL ESTATE FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $10.3018
  Units outstanding at end of period........................          2,281
SUN CAPITAL SELECT EQUITY FUND
  Unit Value:
    Beginning of Period.....................................       $10.0000
    End of Period...........................................       $13.5393
  Units outstanding at end of period........................          9,027
</TABLE>


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

*   From commencement of operations on October 14, 1999 to December 31, 1999.


                                       91
<PAGE>

                                   APPENDIX C
        WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT


PART 1: VARIABLE ACCOUNT (THE MARKET VALUE ADJUSTMENT DOES NOT APPLY TO THE
VARIABLE ACCOUNT)
WITHDRAWAL CHARGE CALCULATION:
FULL WITHDRAWAL:

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

<TABLE>
<CAPTION>
                                                                     PAYMENT
                HYPOTHETICAL              CUMULATIVE      FREE      SUBJECT TO   WITHDRAWAL   WITHDRAWAL
     ACCOUNT      ACCOUNT       ANNUAL      ANNUAL     WITHDRAWAL   WITHDRAWAL     CHARGE       CHARGE
       YEAR        VALUE       EARNINGS    EARNINGS      AMOUNT       CHARGE     PERCENTAGE     AMOUNT
     --------   ------------   --------   ----------   ----------   ----------   ----------   ----------
<S>  <C>        <C>            <C>        <C>          <C>          <C>          <C>          <C>
(a)     1          $41,000      $1,000     $ 1,000       $4,000      $36,000       8.00%        $2,880
        2          $45,100      $4,100     $ 5,100       $4,000      $36,000       8.00%        $2,880
        3          $49,600      $4,500     $ 9,600       $4,100      $35,900       7.00%        $2,513
(b)     4          $52,100      $2,500     $12,100       $4,500      $35,500       7.00%        $2,485
        5          $57,300      $5,200     $17,300       $4,000      $36,000       6.00%        $2,160
        6          $63,000      $5,700     $23,000       $5,200      $34,800       5.00%        $1,740
        7          $66,200      $3,200     $26,200       $5,700      $34,300       4.00%        $1,372
(c)     8          $72,800      $6,600     $32,800       $4,000      $     0       0.00%        $    0
</TABLE>


(a) The free withdrawal amount in any year is equal to the amount of any
    Purchase Payments made prior to the last 7 Account Years ("Old Payments")
    that were not previously withdrawn plus the greater of (1) the Contract's
    earnings during the prior Account Year, and (2) 10% of any Purchase Payments
    made in the last 7 Account Years ("New Payments"). In Account Year 1, the
    free withdrawal amount is $4,000, which equals 10% of the Purchase Payment
    of $40,000. On a full withdrawal of $41,000, the amount subject to a
    withdrawal charge is $36,000, which equals the New Payments of $40,000 minus
    the free withdrawal amount of $4,000.


(b) In Account Year 4, the free withdrawal amount is $4,500, which equals the
    prior Account Year's earnings. On a full withdrawal of $52,100, the amount
    subject to a withdrawal charge is $35,500.

(c) In Account Year 8, the free withdrawal amount is $4,000, which equals 10% of
    the Purchase Payment of $40,000. On a full withdrawal of $72,800, the amount
    subject to a withdrawal charge is $0, since equals the New Payments equal
    $0.

PARTIAL WITHDRAWAL


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


<TABLE>
<CAPTION>
                                                                    REMAINING
                HYPOTHETICAL                                           FREE      AMOUNT OF
                  ACCOUNT                                           WITHDRAWAL   WITHDRAWAL
                   VALUE                                              AMOUNT     SUBJECT TO   WITHDRAWAL   WITHDRAWAL
     ACCOUNT       BEFORE                 CUMULATIVE   AMOUNT OF      BEFORE     WITHDRAWAL     CHARGE       CHARGE
       YEAR      WITHDRAWAL    EARNINGS    EARNINGS    WITHDRAWAL   WITHDRAWAL     CHARGE     PERCENTAGE     AMOUNT
     --------   ------------   --------   ----------   ----------   ----------   ----------   ----------   ----------
<S>  <C>        <C>            <C>        <C>          <C>          <C>          <C>          <C>          <C>
        1          $41,000      $1,000     $ 1,000      $     0       $4,000      $     0       8.00%        $    0
        2          $45,100      $4,100     $ 5,100      $     0       $4,000      $     0       8.00%        $    0
        3          $49,600      $4,500     $ 9,600      $     0       $4,100      $     0       7.00%        $    0
(a)     4          $50,100      $  500     $10,100      $ 4,100       $4,500      $     0       7.00%        $    0
(b)     4          $46,800      $  800     $10,900      $ 9,000       $  400      $ 8,600       7.00%        $  602
(c)     4          $38,400      $  600     $11,500      $12,000       $    0      $12,000       7.00%        $  840
(d)     4          $26,800      $  400     $11,900      $20,000       $    0      $14,900       7.00%        $1,043
</TABLE>

                                       92
<PAGE>
(a) In Account Year 4, the free withdrawal amount is $4,500, which equals the
    prior Account Year's earnings. The partial withdrawal amount of $4,100 is
    less than the free withdrawal amount, so there is no withdrawal charge.

(b) Since a partial withdrawal of $4,100 was taken, the remaining free
    withdrawal amount in Account Year 4 is $4,500 - $4,000 = $400. Therefore,
    $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and
    $8,600 is subject to a withdrawal charge.

(c) Since the total of the two prior Account Year 4 partial withdrawals
    ($13,100) is greater than the free withdrawal amount of $4,500, there is no
    remaining free withdrawal amount. The entire withdrawal amount of $12,000 is
    subject to a withdrawal charge.

(d) Since the total of the three prior Account Year 4 partial withdrawals
    ($25,100) is greater than the free withdrawal amount of $4,500, there is no
    remaining free withdrawal amount. Since the total amount of New Purchase
    Payments was $40,000 and $25,100 of New Payments has already been assessed a
    surrender charge, only $14,900 of this $20,000 withdrawal comes from
    liquidating Purchase Payments. The remaining $5,100 of this withdrawal comes
    from liquidating earnings and is not subject to a withdrawal charge.

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

PART 2 -- FIXED ACCOUNT -- EXAMPLES OF THE MARKET VALUE ADJUSTMENT ("MVA")

      The MVA Factor is:

<TABLE>
<C> <C>       <S> <C>       <C>
                  N/12
      1 + I
  ( --------  )             -1
    1 + J + b
</TABLE>

      These examples assume the following:


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



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


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

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

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

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

                                       93
<PAGE>
EXAMPLE OF A NEGATIVE MVA:

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

<TABLE>
<C>                <C>      <S> <C>       <C> <C>       <C>
                                              N/12
                                  1 + I
 The MVA factor =           (   --------  )             -1
                                1 + J + b
</TABLE>

<TABLE>
<C>                <C>      <S> <C>     <C> <C>       <C>
                                            24/12
                                1 + .06
                =           (   ------  )             -1
                                1 + .08

                                   2
                =           (.981) -1

                =           .963 -1

                =     -     .037
</TABLE>

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

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

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

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

EXAMPLE OF A POSITIVE MVA:

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

<TABLE>
<C>                <C>      <S> <C>       <C> <C>       <C>
                                              N/12
                                  1 + I
 The MVA factor =           (   --------  )             -1
                                1 + J + b
</TABLE>


<TABLE>
<C>                <C>      <S> <C>     <C> <C>       <C>
                                            24/12
                                1 + .06
                =           (   ------  )             -1
                                1 + .05

                                   2
                =           (1.010) -1

                =           1.019 -1

                =           .019
</TABLE>


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

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

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

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

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

                                       94
<PAGE>

                                   APPENDIX D
                       CALCULATION OF BASIC DEATH BENEFIT


EXAMPLE 1:

      Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts, that no Withdrawals
are made and that the Account Value on the Death Benefit Date is $80,000.00. The
calculation of the Death Benefit to be paid is as follows:

<TABLE>
<CAPTION>
The Basic Death Benefit is the greatest of:
<S>                                                 <C>  <C>
        Account Value                                =             $ 80,000.00
        Cash Surrender Value                         =             $ 74,400.00
        Purchase Payments                            =             $100,000.00
The Basic Death Benefit would therefore be:                        $100,000.00
</TABLE>

EXAMPLE 2:

      Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts and that the Account
Value is $80,000.00 just prior to a $20,000.00 withdrawal. The Account Value on
the Death Benefit Date is $60,000.00.


<TABLE>
<S>                                                 <C>  <C>
The Basic Death Benefit is the greatest of:
        Account Value                                =             $ 60,000.00
        Cash Surrender Value                         =             $ 55,200.00
        Adjusted Purchase Payments*                  =             $ 75,000.00
The Basic Death Benefit would therefore be:                        $ 75,000.00

*Adjusted Purchase Payments can be calculated as follows:
Payments X (Account Value after withdrawal / Account Value before withdrawal)
$100,000.00 X ($60,000.00/$80,000.00)
</TABLE>


                                       95
<PAGE>

                                   APPENDIX E
           CALCULATION OF EARNINGS ENHANCEMENT OPTIONAL DEATH BENEFIT


EXAMPLE 1:

      Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested into the Variable Sub-Accounts, no withdrawals are
made and the Account Value on the Death Benefit Date is $150,000.00. In
addition, this Contract was issued prior to the owner's 70th birthday. The
calculation of the Basic Death Benefit to be paid is as follows:

<TABLE>
<CAPTION>
The Basic Death Benefit is the greatest of:
<S>                                                           <C>  <C>
        Account Value                                          =       $150,000.00
        Cash Surrender Value                                   =       $ 72,800.00
        Adjusted Purchase Payments                             =       $100,000.00
The Basic Death Benefit would therefore be:                            $150,000.00

The rider benefit can be calculated as follows:
The lesser of:
        Adjusted Purchase payments                             =       $100,000.00
        Account Value -- adjusted Purchase Payments                    $ 50,000.00
Amount to use to determine rider benefit:                              $ 50,000.00
The amount to be paid on the rider benefit                     =       $ 50,000.00  X 40% = $20,000.00
</TABLE>

      The total Death Benefit would be the Basic Benefit plus the Optional Death
Benefit Rider a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested into the Variable Sub-Accounts, no withdrawals are
made and the Account Value on the Death Benefit Date is $150,000.00. In
addition, this Contract was issued prior to the owner's 70th birthday. The
calculation of the Basic Death Benefit to be paid is as follows:

<TABLE>
<S>                                                          <C>
The total Death Benefit would be the Basic Benefit plus the
Optional.
$150,000.00 + $20,000.00 = $170,000.00
</TABLE>

EXAMPLE 2:

      Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts and that the Account
Value is $150,000.00 just prior to a $20,000.00 withdrawal. The Account Value on
the Death Benefit Date is $130,000.00.

<TABLE>
<S>                                                           <C>  <C>
The Basic Death Benefit is the greatest of:
        Account Value                                          =       $130,000.00
        Cash Surrender Value                                   =       $123,600.00
        Adjusted Purchase Payments*                            =       $ 86,666.67
The Basic Death Benefit would therefore be:                            $130,000.00

*Adjusted Purchase Payments can be calculated as follows:
Payments X (Account Value after withdrawal / Account Value before withdrawal)
$100,000.00 X ($130,000.00/$150,000.00)

The rider benefit can be calculated as follows:
The lesser of:
        Adjusted Purchase payments                             =       $ 86,666.67
        Account Value -- adjusted Purchase Payments                    $ 43,333.33
Amount to use to determine rider benefit:                              $ 43,333.33
The amount to be paid on the rider benefit                     =       $ 43,333.33  X 40% = $17,333.33
</TABLE>

      The total Death Benefit would be the amount paid on the Basic Death
Benefit plus the amount paid on the Earnings Enhancement Optional Death Benefit
Rider: $130,000.00 + $17,333.33 = $147,333.33

                                       96
<PAGE>

                                   APPENDIX F
 CALCULATION OF DEATH BENEFIT WHEN ALL THREE DEATH BENEFITS RIDERS ARE SELECTED


      Assume a Purchase Payment of $100,000.00 is made on the Contract Date, no
additional Purchase Payments or withdrawals are made and all of the money is
invested in the Variable Sub-Accounts. In addition, on the Death Benefit Date
the Account Value is $150,000.00, the value of the Purchase Payment accumulated
at 5% until the Death Benefit Date is $160,000.00 and that the Maximum Account
Anniversary Value is $170,000.00. The calculation of the death benefit to be
paid is as follows:

<TABLE>
<S>                                                           <C>  <C>
 The Death Benefit Amount will be the greatest of:
        Account Value                                          =       $150,000.00
        Cash Surrender Value                                   =       $142,800.00
        Total of adjusted Purchase Payments                    =       $100,000.00
        5% Premium Roll-Up Rider                               =       $160,000.00
        Maximum Account Anniversary Value Rider                =       $170,000.00
 The Death Benefit Amount would therefore be:                          $170,000.00

~ PLUS ~

 The Earnings Enhancement Rider benefit is calculated as follows:
 The lesser of:
        Adjusted Purchase payments                             =       $100,000.00
        Account Value -- adjusted Purchase Payments                    $ 50,000.00
 Amount to use to determine this rider benefit:                        $ 50,000.00
 The amount to be paid on the rider benefit                    =       $ 50,000.00  X 40% = $20,000.00
</TABLE>

      The total Death Benefit would be the amount paid on the Maximum Account
Anniversary Rider plus the amount paid on the Earnings Enhancement Rider:
$170,000.00 + $20,000.00 = $190,000.00

                                       97
<PAGE>

                                   APPENDIX G
            CALCULATION FOR PURCHASE PAYMENT INTEREST (BONUS CREDIT)


EXAMPLE 1:

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


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



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



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



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


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

EXAMPLE 2: OPTION B WITH NO WITHDRAWALS


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


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

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


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


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

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


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



      In addition to the Purchase Payment Interest paid at the time of each
Payment, we will review your first Account Anniversary to ensure that all Net
Purchase Payments receive the Purchase Payment


                                       98
<PAGE>

Interest as described in the above scale. Using the above scenario as an
example, upon the first Account Anniversary, we will credit your Account an
additional $1800.00, which is equal to:


<TABLE>
                <S>                                                      <C>  <C>
                Total Net Purchase Payments of $530,000.00 X 5%           =   $26,500.00
                Total Purchase Payment Interest received                  =   $24,700.00
                                                                              ----------
                First Account Anniversary Adjustment                      =   $ 1,800.00
</TABLE>

EXAMPLE 3: OPTION B WITH A WITHDRAWAL.


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


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

<TABLE>
                <S>                                              <C>
                Your initial Payment of $50,000.00 received 3%
                Your second Payment of $80,000.00 received 4%
                Your third Payment of $400,000.00 received the 5%
</TABLE>


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


<TABLE>
                <S>                                               <C>  <C>
                $50,000.00 X 2%                                   =    $1,000.00
                $80,000.00 - $20,000.00 = $60,000.00 X 1%         =    $  600.00
                Total credit due                                  =    $1,600.00
</TABLE>

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

                                       99
<PAGE>


<TABLE>
<S>                                     <C>
                                        SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                                        C/O RETIREMENT PRODUCTS AND SERVICES
                                        P.O. BOX 9133
                                        BOSTON, MASSACHUSETTS 02117

                                        TELEPHONE:
                                        Toll Free (888) 786-2435

                                        GENERAL DISTRIBUTOR
                                        Clarendon Insurance Agency, Inc.
                                        One Sun Life Executive Park
                                        Wellesley Hills, Massachusetts 02481

                                        AUDITORS
                                        Deloitte & Touche LLP
                                        200 Berkeley Street
                                        Boston, Massachusetts 02116
</TABLE>

<PAGE>
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


                                                                  APRIL 10, 2000


                                    PROFILE


                               MFS REGATTA EXTRA
                               VARIABLE AND FIXED
                                    ANNUITY


      THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.


      1. THE ANNUITY CONTRACT



      The MFS Regatta Extra Annuity ("Contract") is a flexible payment deferred
annuity contract designed for use in connection with retirement and deferred
compensation plans, some of which may qualify for favorable federal income tax
treatment. The Contract is intended to help you achieve your retirement savings
or other long-term investment goals.


      The Contract has two phases: an Accumulation Phase and an Income Phase.
During the Accumulation Phase you make payments into the Contract; any
investment earnings under your Contract accumulate on a tax-deferred basis and
are taxed as income only when withdrawn. During the Income Phase, we make
annuity payments in amounts determined in part by the amount of money you have
accumulated under your Contract during the Accumulation Phase. You choose when
the Income Phase begins.


      You may choose among 26 variable investment options and a range of fixed
interest options. For a variable investment return you choose one or more
Sub-Accounts in our Variable Account, each of which invests in shares of a
corresponding series of the MFS/Sun Life Series Trust corresponding mutual fund
or series thereof (collectively, the "Funds") listed in Section 4. The value of
any portion of your Contract allocated to the Sub-Accounts will fluctuate up or
down depending on the performance of the Funds you select, and you may
experience losses. For a fixed interest rate, you may choose one or more
Guarantee Periods offered in our Fixed Account, each of which earns its own
Guaranteed Interest Rate if you keep your money in that Guarantee Period for the
specified length of time. In addition, your Contract will be credited with extra
interest at the time you purchase your Contract.


      The Contract is designed to meet your need for investment flexibility.
Over the life of your Contract, you may allocate amounts among as many as 18 of
the available variable and fixed options. Until we begin making annuity payments
under your Contract, you can, subject to certain limitations, transfer money
between options up to 12 times each year without a transfer charge or adverse
tax consequences.

      2. ANNUITY PAYMENTS (THE INCOME PHASE)

      Just as you can elect to have your Contract value accumulate on either a
variable or fixed basis, or a combination of both, you can elect to receive
annuity payments on either a variable or fixed basis or both. If you choose to
have any part of your annuity payments come from the Sub-Accounts, the dollar
amount of your annuity payments may fluctuate.

      The Contract offers a variety of annuity options. You can select from
among the following methods of receiving either variable or fixed annuity
payments under your Contract: (1) monthly payments continuing for your lifetime
(assuming you are the annuitant); (2) monthly payments for your lifetime, but
with payments continuing to your chosen beneficiary for 5, 10, 15 or 20 years
after your first payment if you die before the end of the period you have
selected; (3) monthly payments for your lifetime and the life of another person
(usually your spouse) you have chosen; and (4) monthly payments for a specified
number of years (from 10 to 30), with a cash-out option for variable payments.
We may also agree to other annuity options at our discretion.

      Once the Income Phase begins, you cannot change your choice of annuity
payment method.
<PAGE>
      3. PURCHASING A CONTRACT


      You may purchase a Contract for $10,000 or more, under most circumstances.
You may increase the value of your investment by adding $1,000 or more at any
time during the Accumulation Phase. We may waive these limits. We will not
accept a purchase payment if your account value is over $1 million, or if the
purchase payment would cause your account value to exceed $1 million, unless we
have approved the payment in advance.



      4. ALLOCATION OPTIONS


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


<TABLE>
<S>                                            <C>
Bond Series                                    International Growth and Income Series
Capital Appreciation Series                    Managed Sectors Series
Capital Opportunities Series                   Massachusetts Investors Growth Stock Series
Emerging Growth Series                         Massachusetts Investors Trust Series
Emerging Markets Equity Series                 Money Market Series
Equity Income Series                           New Discovery Series
Global Asset Allocation Series                 Research Series
Global Governments Series                      Research Growth and Income Series
Global Growth Series                           Research International Series
Global Total Return Series                     Strategic Growth Series
Government Securities Series                   Strategic Income Series
High Yield Series                              Total Return Series
International Growth Series                    Utilities Series
</TABLE>



      Market conditions will determine the value of an investment in any Fund.
Each Fund is described in the prospectus of the MFS/Sun Life Series Trust.


      In addition to these variable options, you may also allocate your money to
one or more of the Guarantee Periods we make available. For each Guarantee
Period, we offer a Guaranteed Interest Rate for the specified length of time.


      5. EXPENSES


      The charges under the Contracts are as follows:

      During the first 5 years of a Contract, we impose an annual Account Fee
equal to $35. After the fifth year, we may change this fee annually, but it will
never exceed $50. During the Income Phase, the annual Account Fee is $35. We
also deduct insurance charges (which include an administrative expense charge)
equal to 1.45% per year of the average daily value of the Contract allocated
among the Sub-Accounts.

      If you elect one or more optional death benefit riders, we will deduct an
additional charge per year, depending upon the number of riders you elect, as
follows:

<TABLE>
<CAPTION>
   NUMBER OF       % OF AVERAGE
RIDERS YOU ELECT   DAILY VALUE
- ----------------   ------------
<S>                <C>
     1                0.15%
     2                0.25%
     3                0.40%
</TABLE>

      No optional death benefit is offered if you are 80 or older at issue.


      There are no sales charges when you purchase your Contract. However, if
you withdraw money from your Contract, we will, with certain exceptions, impose
a withdrawal charge. Your Contract allows a "free withdrawal amount," which you
may withdraw before you incur the withdrawal charge. The rest of your withdrawal
is subject to a withdrawal charge equal to a percentage of each purchase payment
you withdraw. Each payment begins a new 7-year period and moves down a declining
surrender charge scale at each Account Anniversary. Payments received during the
current Account Year will be charged 8%, if withdrawn. On your next scheduled
Account Anniversary, that payment, along with any other


                                       2
<PAGE>

payments made during that Account Year, will be considered to be in their second
Account Year and will have an 8% withdrawal charge. On the next Account
Anniversary, these payments will move into their third Account Year and will
have a withdrawal charge of 7%, if withdrawn. This withdrawal charge decreases
according to the number of Account Years the purchase payment has been held in
your Account. The declining scale is as follows:


<TABLE>
<CAPTION>
NUMBER OF ACCOUNT YEARS
  PAYMENT HAS BEEN IN
     YOUR CONTRACT        WITHDRAWAL CHARGE
- -----------------------   -----------------
<S>                       <C>
        0-1                       8%
        1-2                       8%
        2-3                       7%
        3-4                       7%
        4-5                       6%
        5-6                       5%
        6-7                       4%
        7+                        0%
</TABLE>

      If you withdraw, transfer, or annuitize money allocated to a Guarantee
Period more than 30 days before the expiration date of the Guarantee Period, the
amount will be subject to a Market Value Adjustment. This adjustment reflects
the relationship between our current Guaranteed Interest Rates and the
Guaranteed Interest Rate applicable to the amount being withdrawn. Generally, if
your Guaranteed Interest Rate is lower than the relevant current rate, then the
adjustment will decrease your Contract value. Conversely, if your Guaranteed
Interest Rate is higher than the relevant current rate, the adjustment will
increase your Contract value. The Market Value Adjustment will not apply to the
withdrawal of interest credited during the current Account Year, or to transfers
as part of our dollar-cost averaging program.


      In addition to the charges we impose under the Contracts, there are
charges (which include management fees and operating expenses) imposed by each
Fund, which range from 0.57% to 1.50% of the average net assets of the Fund,
depending upon which Funds you have selected. The investment advisers to some of
the Funds have agreed to waive or reimburse a portion of expenses for some of
the Funds; without this agreement, Fund expenses could be higher. Some of these
agreements may be terminated at any time.


      The following chart is designed to help you understand the expenses you
will incur under your Contract, if you invest in one or more of the
Sub-Accounts. The column "Total Annual Expenses" shows the sum of the "Total
Annual Insurance Charges," as defined just above the chart, and the total
expenses (net of any applicable expense reimbursement and/or fee waiver) for
each Fund. The next two columns show two examples of the expenses, in dollars,
you would pay under a Contract. The examples assume that you invested $1,000 in
a Contract that earns 5% annually and that you withdraw your money (1) at the
end of one year or (2) at the end of 10 years. For the first year, the Total
Annual Expenses are deducted, as well as withdrawal charges. For year 10, the
example shows the aggregate of all of the annual expenses deducted for the 10
years, but there is no withdrawal charge.


      During the Accumulation Phase, "Total Annual Insurance Charges" of 1.55%
as shown in the table below include the insurance charges of 1.45% of your daily
net assets (1.30% for mortality and expense risks and 0.15% for administrative
expenses) plus an additional 0.10%, which is used to represent the $35 annual
Account Fee based on an assumed Contract value of $35,000. The actual impact of
the Account Fee may be greater or less than 0.10%, depending upon the value of
your Contract.



<TABLE>
<CAPTION>
                                                                                                      EXAMPLES:
                                                      TOTAL ANNUAL   TOTAL ANNUAL     TOTAL         TOTAL EXPENSES
                                                       INSURANCE         FUND         ANNUAL            AT END
SUB-ACCOUNT                                             CHARGES        EXPENSES      EXPENSES     1 YEAR    10 YEARS
- -----------                                           ------------   ------------   ----------   --------   ---------
<S>                                                   <C>            <C>            <C>          <C>        <C>
Bond Series.........................................     1.55%          0.72%          2.27%     $    95     $   269
Capital Appreciation Series.........................     1.55%          0.76%          2.31%     $    96     $   273
Capital Opportunities Series........................     1.55%          0.84%          2.39%     $    97     $   282
Emerging Growth Series..............................     1.55%          0.75%          2.30%     $    96     $   272
Emerging Markets Equity Series......................     1.55%          1.60%          3.15%     $   104     $   357
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                                                                      EXAMPLES:
                                                      TOTAL ANNUAL   TOTAL ANNUAL     TOTAL         TOTAL EXPENSES
                                                       INSURANCE         FUND         ANNUAL            AT END
SUB-ACCOUNT                                             CHARGES        EXPENSES      EXPENSES     1 YEAR    10 YEARS
- -----------                                           ------------   ------------   ----------   --------   ---------
<S>                                                   <C>            <C>            <C>          <C>        <C>
Equity Income Series................................     1.55%          1.01%          2.56%     $    98     $   299
Global Asset Allocation Series......................     1.55%          0.89%          2.44%     $    97     $   287
]Global Governments Series..........................     1.55%          0.90%          2.45%     $    97     $   288
Global Growth Series................................     1.55%          1.01%          2.56%     $    98     $   299
Global Total Return Series..........................     1.55%          0.89%          2.44%     $    97     $   287
Government Securities Series........................     1.55%          0.61%          2.16%     $    94     $   258
High Yield Series...................................     1.55%          0.83%          2.38%     $    96     $   279
International Growth Series.........................     1.55%          1.23%          2.78%     $   101     $   321
International Growth and Income Series..............     1.55%          1.16%          2.71%     $   100     $   314
Managed Sectors Series..............................     1.55%          0.79%          2.34%     $    96     $   276
Massachusetts Investors Growth Stock Series.........     1.55%          0.83%          2.38%     $    97     $   281
Massachusetts Investors Trust Series................     1.55%          0.59%          2.14%     $    94     $   255
Money Market Series.................................     1.55%          0.57%          2.12%     $    94     $   253
New Discovery Series................................     1.55%          1.06%          2.61%     $    99     $   304
Research Series.....................................     1.55%          0.75%          2.30%     $    96     $   272
Research Growth and Income Series...................     1.55%          0.86%          2.41%     $    97     $   284
Research International Series.......................     1.55%          1.50%          3.05%     $   103     $   348
Strategic Growth Series.............................     1.55%          1.00%          2.55%     $    98     $   298
Strategic Income Series.............................     1.55%          1.08%          2.63%     $    99     $   306
Total Return Series.................................     1.55%          0.69%          2.24%     $    95     $   266
Utilities Series....................................     1.55%          0.81%          2.36%     $    96     $   279
</TABLE>


      For more detailed information about Contract fees and expenses, please
refer to the fee table and discussion of Contract charges contained in the full
Prospectus which accompanies this Profile.


      6. TAXES



      Under current federal tax laws, your earnings are not taxed until you take
them out of your Contract. If you take money out, earnings come out first and
are taxed as income. If your Contract is funded with pre-tax or tax deductible
dollars (such as with a pension or IRA contribution) -- we call this a Qualified
Contract -- your entire withdrawal will be taxable. If you are younger than
59 1/2 when you take money out, you may be charged a 10% federal penalty tax on
the earnings. Annuity payments during the Income Phase are considered in part a
return of your original investment. That portion of each payment is not taxable,
except under a Qualified Contract, in which case the entire payment will be
taxable. In all cases, you should consult with your tax adviser for specific tax
information.



      Different laws apply if your Contract is issued in Puerto Rico. Under the
tax laws of Puerto Rico, when an annuity payment is made under your Contract,
your annuitant or any other payee is required to include as gross income the
portion of each annuity payment equal to 3% of the aggregate purchase payments
you made under the Contract. The amount if any, in excess of the included amount
is excluded from gross income. After an amount equal to the aggregate amount
excluded from gross income has been received, all of the annuity payments are
considered to be taxable income. You should consult with your tax adviser for
specific tax information.



      7. ACCESS TO YOUR MONEY



      You can withdraw or transfer money from your Contract at any time during
the Accumulation Phase. You may withdraw a portion of the value of your Contract
in each year without the imposition of the withdrawal charge -- the amount of
all purchase payments you made prior to the last 7 years and have not withdrawn
plus the greater of (1) your Contract's earnings in the prior Account Year and
(2) 10% of all purchase payments you have made in the last 7 years. All other
purchase payments you withdraw will be subject to a withdrawal charge ranging
from 8% to 4%. You may also be required to pay income tax and possible tax
penalties on any money you withdraw.


      We do not assess a withdrawal charge upon annuitization or transfers. In
certain circumstances, we will waive the withdrawal charges for a full or
partial withdrawal when you are confined to an eligible nursing home. In
addition, there may be other circumstances under which we may waive the
withdrawal charge.

                                       4
<PAGE>
      In addition to the withdrawal charge, amounts you withdraw, transfer or
annuitize from the Fixed Account before your Guarantee Period has ended may be
subject to a Market Value Adjustment.


      8. PERFORMANCE



      If you invest in one or more Sub-Accounts, the value of your Contract will
increase or decrease depending upon the investment performance of the Funds you
choose. The Sub-Accounts have not been in operation for a full calendar year;
therefore no performance information is provided in this Profile.



      9. DEATH BENEFIT


      If you die before the Contract reaches the Income Phase, the beneficiary
will receive a death benefit. To calculate the death benefit, we use a "Death
Benefit Date," which is the earliest date we have both due proof of death and a
written request specifying the manner of payment.

      BASIC DEATH BENEFIT

      If you were 85 or younger when we issued your Contract, the death benefit
is the greatest of:

      (1) the value of the Contract on the Death Benefit Date;

      (2) the amount we would pay in the event of a full surrender of the
          Contract on the Death Benefit Date; and

      (3) your total purchase payments (adjusted for partial withdrawals)
          calculated as of the Death Benefit Date.


      If you were 86 or older when we issued your Contract, the death benefit is
equal to the amount set forth in (2) above.


      OPTIONAL DEATH BENEFIT RIDERS

      Subject to availability in your state, if you are 79 or younger when we
issue your Contract, you may enhance this basic death benefit by electing one or
more of the following optional death benefit riders: the Maximum Anniversary
Account Value Rider, the Earnings Enhancement Rider, and the 5% Premium Roll-Up
Rider.

      MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER

      If you elect the Maximum Anniversary Account Value Rider, the death
benefit is the greater of:

    - any death benefit amounts payable under (1), (2) or (3) above, or

    - your highest Contract value on any Account Anniversary before your 81st
      birthday, adjusted for any subsequent purchase payments, partial
      withdrawals, and charges made between that Account Anniversary and the
      Death Benefit Date.

      5% PREMIUM ROLL-UP RIDER

      If you elect the 5% Premium Roll-Up Rider, the death benefit is

    - the greatest of any death benefit amounts payable under (1), (2) or
      (3) above or

    - the sum of your total purchase payment plus interest accruals, adjusted
      for partial withdrawals.


      Under this rider, interest accrues at a rate of 5% per year on purchase
payments and transfers to the Variable Account while they remain in the Variable
Account. The 5% accruals will continue until the earlier of:



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


                                       5
<PAGE>
    - the day the death benefit amount under this rider equals twice the total
      of the purchase payments and transferred amounts adjusted for withdrawals.

      Net Purchase Payments under this rider will be adjusted for all partial
withdrawals as described in "Calculating the Death Benefit."

      EARNINGS ENHANCEMENT RIDER

      If you elect the Earnings Enhancement Rider and you are 69 or younger when
we issue your Contract, the death benefit is:


    - the greatest of any death benefit amounts payable under (1), (2) or
      (3) above, plus



    - 40% of the lesser of your net purchase payments or your Account value
      minus net purchase payments, calculated as of the Death Benefit Date.


      If you elect the Earnings Enhancement Rider, and you are between the ages
of 70 and 79 when we issue your Contract, the death benefit is:


    - the greatest of any death benefit amounts payable under (1), (2) or
      (3) above, plus


    - 25% of the lesser of your net purchase payment or your Account Value minus
      net purchase payments, calculated as of the Death Benefit Date.

      SELECTING MULTIPLE DEATH BENEFIT RIDERS

      If you elect more than one death benefit rider, the death benefit will be
calculated as follows:

      1) MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH 5% PREMIUM
         ROLL-UP RIDER: The death benefit will equal the greater of the death
         benefit under the Maximum Anniversary Account Value Rider or the death
         benefit under the 5% Premium Roll-Up Rider.

      2) MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH EARNINGS
         ENHANCEMENT RIDER: The death benefit will equal the death benefit under
         the Maximum Anniversary Account Value Rider, PLUS the amount calculated
         under the Earnings Enhancement Rider. The death benefit under the
         Earnings Enhancement Rider is calculated using the Account Value before
         the application of the Maximum Anniversary Account Rider.

      3) EARNINGS ENHANCEMENT RIDER COMBINED WITH 5% PREMIUM ROLL-UP RIDER: The
         death benefit will equal the death benefit under the 5% Premium Roll-Up
         Rider, PLUS the amount calculated under the Earnings Enhancement Rider.
         The death benefit under the Earnings Enhancement Rider is calculated
         using the Account Value before the application of the 5% Premium
         Roll-Up Rider.

      4) MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH BOTH THE EARNINGS
         ENHANCEMENT RIDER AND THE 5% PREMIUM ROLL-UP RIDER: The death benefit
         will equal the greater of the death benefit under the Maximum
         Anniversary Account Value Rider or the death benefit under the 5%
         Premium Roll-Up Rider, PLUS the amount calculated under the Earnings
         Enhancement Rider. The death benefit under the Earnings Enhancement
         Rider is calculated using the Account Value before the application of
         the 5% Premium Roll-Up Rider and that of the Maximum Anniversary
         Account Value Rider.


      If your spouse is the sole beneficiary, your spouse may elect to continue
the Contract, the death benefit amount described above will be your new Account
value as of the Death Benefit Date. For purposes of calculating future death
benefits, your age and the original issue date will be used to determine
applicable expense and death benefit amounts.



      10. OTHER INFORMATION



      PURCHASE PAYMENT INTEREST. We credit your Contract with interest at a rate
of 2% to 5% of each purchase payment based upon the interest rate option you
chose when you apply for your Contract. In


                                       6
<PAGE>

the future, we may make additional interest rate options available, at our
discretion, to new Participants.



      FREE LOOK. Depending upon applicable state or federal law, if you cancel
your Contract within 10 days after receiving it we will send you the value of
your Contract less any "adjusted" purchase payment Interest as of the day we
received your cancellation request (this may be more or less than the original
purchase payment) and we will not deduct a withdrawal charge. However, based
upon applicable state or federal law, we will refund the full amount of any
purchase payment(s) we receive and the "free look" period may be greater than 10
days.


      NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, avoiding probate does not
mean that the beneficiary will not have a tax liability as a result of receiving
the death benefit.


      WHO SHOULD PURCHASE A CONTRACT? The Contract is designed for those seeking
long-term tax-deferred accumulation of assets and annuity features, generally
for retirement or other long-term investment purposes. The tax-deferred feature
is most attractive to purchasers in high federal and state income tax brackets.
You should note that qualified retirement investments automatically provide tax
deferral regardless of whether or not the underlying contract is an annuity. You
should not buy a Contract if you are looking for a short-term investment or if
you do not wish to risk a decrease in the value of your investment.



      CONFIRMATIONS AND QUARTERLY STATEMENTS. You will receive a confirmation or
an acknowledgment of transactions within your Contract, except for those
transactions which are part of an automated program, such as Dollar-Cost
Averaging, Asset Allocation, Systematic Withdrawal and/or Portfolio Rebalancing.
On a quarterly basis, you will receive a complete statement of your transactions
over the past quarter and a summary of your Account values at the end of that
period.



      ADDITIONAL FEATURES. The Contract offers the following additional
convenient features, which you may choose at no extra charge. These features may
be started or discontinued at any time by either you or the Company with at
least 30 days notice.


      DOLLAR-COST AVERAGING -- This program lets you invest gradually in up to
12 Sub-Accounts.

      ASSET ALLOCATION -- This program rebalances your Account balance based on
the terms of the program. Different asset allocation models may be available
over the lifetime of the Contract; however, only one program can be in effect at
any one time.

      SYSTEMATIC WITHDRAWAL AND INTEREST OUT PROGRAMS -- These programs allow
you to receive monthly, quarterly, semi-annual or annual payments during the
Accumulation Phase.

      PORTFOLIO REBALANCING PROGRAM -- Under this program, we automatically
reallocate your investments in the Sub-Accounts to maintain the proportions you
select. You can elect rebalancing on a quarterly, semi-annual or annual basis.

      SECURED FUTURE PROGRAM -- This program guarantees the return of your
purchase payment by investing a portion of your investment into a Guarantee
Period, and also allows you to allocate a portion of your investment to one or
more Sub-Accounts.


      11. INQUIRIES


      If you would like more information about buying a Contract, please contact
your broker or registered representative. If you have any other questions,
please contact us at:


     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
     C/O RETIREMENT PRODUCTS AND SERVICES
     P.O. BOX 1024
     BOSTON, MASSACHUSETTS 02103
     TELEPHONE:
       TOLL FREE (800) 752-7218


                                       7
<PAGE>

                                                                      PROSPECTUS
                                                                  APRIL 10, 2000



                               MFS REGATTA EXTRA


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


      You may choose among 26 variable investment options and a range of fixed
options. The variable options are Sub-Accounts in the Variable Account, each of
which invests in shares of one of the following series of the MFS/Sun Life
Series Trust (the "Funds"). The MFS/Sun Life Series Trust (the "Series Fund") is
a mutual fund advised by our affiliate, Massachusetts Financial Services
Company:



<TABLE>
<S>                                            <C>
Bond Series                                    International Growth and Income Series
Capital Appreciation Series                    Managed Sectors Series
Capital Opportunities Series                   Massachusetts Investors Growth Stock Series
Emerging Growth Series                         Massachusetts Investors Trust Series
Emerging Markets Equity Series                 Money Market Series
Equity Income Series                           New Discovery Series
Global Asset Allocation Series                 Research Series
Global Governments Series                      Research Growth and Income Series
Global Growth Series                           Research International Series
Global Total Return Series                     Strategic Growth Series
Government Securities Series                   Strategic Income Series
High Yield Series                              Total Return Series
International Growth Series                    Utilities Series
</TABLE>


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


      PLEASE READ THIS PROSPECTUS AND THE SERIES FUND PROSPECTUS CAREFULLY
BEFORE INVESTING AND KEEP THEM FOR FUTURE REFERENCE. THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE CONTRACT AND THE FUNDS.



      We have filed a Statement of Additional Information dated April 10, 2000
(the "SAI") with the Securities and Exchange Commission (the "SEC"), which is
incorporated by reference in this Prospectus. The table of contents for the SAI
is on page XX of this Prospectus. You may obtain a copy without charge by
writing to us at the address shown below (which we sometimes refer to as our
"Annuity Mailing Address") or by telephoning (888) 786-2435. In addition, the
SEC maintains a website (http://www.sec.gov) that contains the SAI, material
incorporated by reference, and other information regarding companies that file
with the SEC.


THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


EXPENSES ASSOCIATED WITH SOME CONTRACTS OFFERING A BONUS CREDIT MAY BE HIGHER
THAN THOSE ASSOCIATED WITH CONTRACTS THAT DO NOT OFFER A BONUS CREDIT. ON SOME
CONTRACTS, THE BONUS CREDIT MAY BE MORE THAN OFFSET BY THE CHARGES ASSOCIATED
WITH THE CREDIT.



ANY REFERENCE IN THIS PROSPECTUS TO RECEIPT BY US MEANS RECEIPT AT THE FOLLOWING
ADDRESS:



     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
     C/O RETIREMENT PRODUCTS AND SERVICES
     P.O. BOX 1024
     BOSTON, MASSACHUSETTS 02103

<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                           <C>
Special Terms                                                        4
Expense Summary                                                      4
Summary of Contract Expenses                                         4
Underlying Fund Annual Expenses                                      5
Examples                                                             6
The Annuity Contract                                                 7
Communicating To Us About Your Contract                              8
Sun Life Assurance Company of Canada (U.S.)                          8
The Variable Account                                                 8
Variable Account Options: The Funds                                  9
The Fixed Account                                                   11
The Fixed Account Options: The Guarantee Periods                    11
The Accumulation Phase                                              12
    Issuing Your Contract                                           12
    Amount and Frequency of Purchase Payments                       12
    Allocation of Net Purchase Payments                             12
    Your Account                                                    13
    Your Account Value                                              13
    Purchase Payment Interest                                       13
    Variable Account Value                                          14
    Fixed Account Value                                             15
    Transfer Privilege                                              16
    Waivers; Reduced Charges; Credits; Bonus Guaranteed
     Interest Rates                                                 17
    Optional Programs                                               17
Withdrawals, Withdrawal Charge and Market Value Adjustment          19
    Cash Withdrawals                                                19
    Withdrawal Charge                                               20
    Types of Withdrawals not Subject to Withdrawal Charge           21
    Market Value Adjustment                                         22
Contract Charges                                                    23
    Account Fee                                                     23
    Administrative Expense Charge                                   23
    Mortality and Expense Risk Charge                               23
    Charge for Optional Death Benefit Riders                        24
    Premium Taxes                                                   24
    Fund Expenses                                                   24
    Modification in the Case of Group Contracts                     24
Death Benefit                                                       24
    Amount of Death Benefit                                         24
    The Basic Death Benefit                                         25
    Optional Death Benefit Riders                                   25
    Calculating the Death Benefit                                   27
    Method of Paying Death Benefit                                  27
    Non-Qualified Contracts                                         27
    Selection and Change of Beneficiary                             28
    Payment of Death Benefit                                        28
    Due Proof of Death                                              28
The Income Phase -- Annuity Provisions                              28
    Selection of the Annuitant or Co-Annuitant                      28
    Selection of the Annuity Commencement Date                      29
    Annuity Options                                                 29
    Selection of Annuity Option                                     30
    Amount of Annuity Payments                                      30
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                                           <C>
    Exchange of Variable Annuity Units                              31
    Account Fee                                                     31
    Annuity Payment Rates                                           31
    Annuity Options as Method of Payment for Death Benefit          32
Other Contract Provisions                                           32
    Exercise of Contract Rights                                     32
    Change of Ownership                                             32
    Voting of Fund Shares                                           33
    Periodic Reports                                                33
    Substitution of Securities                                      34
    Change in Operation of Variable Account                         34
    Splitting Units                                                 34
    Modification                                                    34
    Discontinuance of New Participants                              35
    Reservation of Rights                                           35
    Right to Return                                                 35
Tax Considerations                                                  35
    U.S. Federal Tax Considerations                                 36
        DEDUCTIBILITY OF PURCHASE PAYMENTS                          36
        PRE-DISTRIBUTION TAXATION OF CONTRACTS                      36
        DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED
        CONTRACTS                                                   36
        DISTRIBUTION AND WITHDRAWALS FROM QUALIFIED
        CONTRACTS                                                   37
        WITHHOLDING                                                 37
        INVESTMENT DIVERSIFICATION AND CONTROL                      37
        TAX TREATMENT OF THE COMPANY AND THE VARIABLE
        ACCOUNT                                                     37
        QUALIFIED RETIREMENT PLANS                                  37
        PENSION AND PROFIT-SHARING PLANS                            38
        TAX-SHELTERED ANNUITIES                                     38
        INDIVIDUAL RETIREMENT ACCOUNTS                              38
        ROTH IRAS                                                   38
    Puerto Rico Tax Considerations                                  39
Administration of the Contracts                                     39
Distribution of the Contracts                                       39
Performance Information                                             40
Available Information                                               41
Incorporation of Certain Documents by Reference                     41
Additional Information About the Company                            42
    Reinsurance                                                     53
    Reserves                                                        53
    Investments                                                     53
    Competition                                                     54
    Employees                                                       54
    Properties                                                      54
    State Regulation                                                54
Legal Proceedings                                                   55
Accountants                                                         55
Financial Statements                                                55
Table of Contents of Statement of Additional Information            80
Appendix A -- Glossary                                              82
Appendix B -- Withdrawals, Withdrawal Charges and the Market
 Value Adjustment                                                   85
Appendix C -- Calculation of Basic Death Benefit                    88
Appendix D -- Calculation of Earnings Enhancement Optional
 Death Benefit Rider                                                89
Appendix E -- Calculation of Death Benefit When All Three
 Optional Death Benefit Riders are Selected                         90
Appendix F -- Calculation Used to Determine Purchase Payment
 Interest                                                           91
</TABLE>


                                       3
<PAGE>
                                 SPECIAL TERMS

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

                                EXPENSE SUMMARY

      The purpose of the following table is to help you understand the costs and
expenses that you will bear directly and indirectly under a Contract WHEN YOU
ALLOCATE MONEY TO THE VARIABLE ACCOUNT. The table reflects expenses of the
Variable Account as well as of each Fund. The table should be considered
together with the narrative provided under the heading "Contract Charges" in
this Prospectus, and with the Funds' prospectuses. In addition to the expenses
listed below, we may deduct premium taxes, where required by state law.

                          SUMMARY OF CONTRACT EXPENSES


<TABLE>
<S>                                                           <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments.....................  $   0
Deferred Sales Load (as a percentage of Purchase Payments
  withdrawn) (1)
  Number of complete Account Years Purchase Payment in
    Account
    0-1.....................................................      8%
    1-2.....................................................      8%
    2-3.....................................................      7%
    3-4.....................................................      7%
    4-5.....................................................      6%
    5-6.....................................................      5%
    6-7.....................................................      4%
    7 or more...............................................      0%
Transfer Fee (2)............................................  $  15
ANNUAL ACCOUNT FEE PER CONTRACT OR CERTIFICATE (3)..........  $  35
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  Variable Account assets)
  Mortality and Expense Risks Charge........................   1.30%
  Administrative Expense Charge.............................   0.15%
  Other Fees and Expenses of the Variable Account...........   0.00%
                                                              -----
Total Variable Account Annual Expenses (4)..................   1.45%
</TABLE>


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

(1) A portion of your Account may be withdrawn each year without imposition of
    any withdrawal charge and, after a Purchase Payment has been in your Account
    for 7 Account Years, it may be withdrawn free of the withdrawal charge.


(2) We currently do not assess the transfer fee. However, a Market Value
    Adjustment may be imposed on amounts transferred from or within the Fixed
    Account.



(3) The annual Account Fee is $35 in Account Years 1 through 5; thereafter, the
    Account Fee may be changed annually, but it will not exceed $50.


(4) An additional charge will apply if you elect one or more of the optional
    death benefit riders. For more information, refer to "Charge for Optional
    Death Benefit Riders."

                                       4
<PAGE>
                      UNDERLYING FUND ANNUAL EXPENSES (1)
                      (AS A PERCENTAGE OF FUND NET ASSETS)


<TABLE>
<CAPTION>
                                                              OTHER FUND      TOTAL ANNUAL FUND
                                                              EXPENSES(2)         EXPENSES
                                            MANAGEMENT          (AFTER             (AFTER
                                               FEES         REIMBURSEMENT)     REIMBURSEMENT)
                                          ---------------   ---------------   -----------------
<S>                                       <C>               <C>               <C>
Bond Series.............................        0.60%             0.12%              0.72%
Capital Appreciation Series.............        0.71%             0.05%              0.76%
Capital Opportunities Series............        0.75%             0.09%              0.84%
Emerging Growth Series..................        0.70%             0.05%              0.75%
Emerging Markets Equity Series..........        1.25%             0.35%              1.60%
Equity Income Series....................        0.75%             0.26%              1.01%
Global Asset Allocation Series..........        0.75%             0.14%              0.89%
Global Governments Series...............        0.75%             0.15%              0.90%
Global Growth Series....................        0.90%             0.11%              1.01%
Global Total Return Series..............        0.75%             0.14%              0.89%
Government Securities Series............        0.55%             0.06%              0.61%
High Yield Series.......................        0.75%             0.08%              0.83%
International Growth Series.............        0.98%             0.25%              1.23%
International Growth and Income
 Series.................................        0.98%             0.18%              1.16%
Managed Sectors Series..................        0.73%             0.06%              0.79%
Massachusetts Investors Growth Stock
 Series.................................        0.75%             0.08%              0.83%
Massachusetts Investors Trust Series....        0.55%             0.04%              0.59%
Money Market Series.....................        0.50%             0.07%              0.57%
New Discovery Series....................        0.90%             0.16%              1.06%
Research Series.........................        0.70%             0.05%              0.75%
Research Growth and Income Series.......        0.75%             0.11%              0.86%
Research International Series...........        1.00%             0.50%              1.50%
Strategic Growth Series(3)..............        0.75%             0.25%              1.00%
Strategic Income Series.................        0.75%             0.33%              1.08%
Total Return Series.....................        0.65%             0.04%              0.69%
Utilities Series........................        0.75%             0.06%              0.81%
</TABLE>


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


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



(2) Each 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 arrangements (which would also have the
    effect of reducing the Fund's expenses). Any such fee reductions are not
    reflected.


                                       5
<PAGE>
                                    EXAMPLES

      If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:


<TABLE>
<CAPTION>
                                                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                             --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
Bond Series................................................   $   95     $  135     $  178     $  269
Capital Appreciation Series................................       96        137        180        273
Capital Opportunities Series...............................       97        139        184        282
Emerging Growth Series.....................................       96        136        180        272
Emerging Markets Equity Series.............................      104        162        223        357
Equity Income Series.......................................       98        144        193        299
Global Asset Allocation Series.............................       97        141        187        287
Global Governments Series..................................       97        141        187        288
Global Growth Series.......................................       98        144        193        299
Global Total Return Series.................................       97        141        187        287
Government Securities Series...............................       94        132        173        258
High Yield Series..........................................       96        138        183        279
International Growth Series................................      101        151        204        321
International Growth and Income Series.....................      100        149        201        314
Managed Sectors Series.....................................       96        138        182        276
Massachusetts Investors Growth Stock Series................       97        139        184        281
Massachusetts Investors Trust Series.......................       94        131        171        255
Money Market Series........................................       94        131        170        253
New Discovery Series.......................................       99        146        196        304
Research Series............................................       96        136        180        272
Research Growth and Income Series..........................       97        140        185        284
Research International Series..............................      103        159        218        348
Strategic Growth Series....................................       98        144        193        298
Strategic Income Series....................................       99        146        197        306
Total Return Series........................................       95        134        177        266
Utilities Series...........................................       96        138        183        279
</TABLE>


      THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.

                                       6
<PAGE>
      If you do NOT surrender your Contract, or if you annuitize at the end of
the applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:


<TABLE>
<CAPTION>
                                                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                             --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
Bond Series................................................   $   23     $   72     $  124     $  269
Capital Appreciation Series................................       24         74        126        273
Capital Opportunities Series...............................       25         76        130        282
Emerging Growth Series.....................................       24         73        126        272
Emerging Markets Equity Series.............................       32         99        169        357
Equity Income Series.......................................       26         81        139        299
Global Asset Allocation Series.............................       25         78        133        287
Global Governments Series..................................       25         78        133        288
Global Growth Series.......................................       26         81        139        299
Global Total Return Series.................................       25         78        133        287
Government Securities Series...............................       22         69        119        258
High Yield Series..........................................       24         75        129        279
International Growth Series................................       29         88        150        321
International Growth and Income Series.....................       28         86        141        314
Managed Sectors Series.....................................       24         75        128        276
Massachusetts Investors Growth Stock Series................       25         76        130        281
Massachusetts Investors Trust Series.......................       22         68        117        255
Money Market Series........................................       22         68        116        253
New Discovery Series.......................................       27         83        142        304
Research Series............................................       24         73        126        272
Research Growth and Income Series..........................       25         77        131        284
Research International Series..............................       31         96        164        348
Strategic Growth Income....................................       26         81        139        298
Strategic Income Series....................................       27         83        143        306
Total Return Series........................................       23         71        123        266
Utilities Series...........................................       24         75        129        279
</TABLE>


      THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.


                              THE ANNUITY CONTRACT



      Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us")
and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer
the Contract to groups and individuals for use in connection with their
retirement plans. The Contract is available on a group basis and, in certain
states, may be available on an individual basis. We issue an Individual Contract
directly to the individual owner of the Contract. We issue a Group Contract to
the Owner covering all individuals participating under the Group Contract; each
individual receives a Certificate that evidences his or her participation under
the Group Contract.



      In this Prospectus, unless we state otherwise, we refer to both the owners
of Individual Contracts and participating individuals under Group Contracts as
"Participants" and we address all Participants as "you"; we use the term
"Contracts" to include Individual Contracts, Group Contracts, and Certificates
issued under Group Contracts. For the purpose of determining benefits under both
Individual Contracts and Group Contracts, we establish an Account for each
Participant, which we will refer to as "your" Account or a "Participant
Account."



      Your Contract provides a number of important benefits for your retirement
planning. It has an Accumulation Phase, during which you make payments under the
Contract and allocate them to one or more Variable Account or Fixed Account
options, and an Income Phase, during which we make annuity payments based on the
amount you have accumulated. Your Contract provides tax deferral, so that you do
not pay taxes on your earnings under Your Contract until you withdraw them. It
provides a basic death benefit if you die during the Accumulation Phase. You may
enhance the basic death benefit by


                                       7
<PAGE>

electing one or more optional death benefit riders and paying an additional
charge for each optional death benefit rider you elect. Finally, if you so
elect, during the Income Phase we will make annuity payments to you or someone
else for life or for another period that you choose.



      You choose these benefits on a variable or fixed basis or a combination of
both. When you choose Variable Account investment options or a Variable Annuity
option, your benefits will be responsive to changes in the economic environment,
including inflationary forces and changes in rates of return available from
different types of investments. With these variable options, you assume all
investment risk under your Contract. When you choose a Guarantee Period in our
Fixed Account or a Fixed Annuity option, we assume the investment risk, except
in the case of early withdrawals in the Accumulation Phase, where you bear the
risk of unfavorable interest rate changes. You also bear the risk that the
interest rates we will offer in the future and the rates we will use in
determining your Fixed Annuity might not exceed our minimum guaranteed rate,
which is 3% per year, compounded annually.



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


                    COMMUNICATING TO US ABOUT YOUR CONTRACT


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



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


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

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

      We are a stock life insurance company incorporated under the laws of
Delaware on January 12, 1970. We do business in 48 states, the District of
Columbia, and Puerto Rico, and we have an insurance company subsidiary that does
business in New York. Our Executive Office mailing address is One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.


      We are an indirect wholly-owned subsidiary of Sun Life Assurance Company
of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization
on March 22, 2000. As a result of the demutualization, a new holding company,
Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the
ultimate parent of Sun Life (Canada) and the Company. Sun Life Financial, a
corporation organized in Canada, is a reporting company under the Securities
Exchange Act of 1934 with common shares listed on the Toronto, New York, London,
and Manila stock exchanges.


                              THE VARIABLE ACCOUNT


      We established the Variable Account as a separate account on July 13,
1989, pursuant to a resolution of our Board of Directors. The Variable Account
funds the Contract and various other variable annuity and variable product
contracts which we offer. These other products may have features, benefits and
charges that are different from those under the Contract.


                                       8
<PAGE>
      Under Delaware insurance law and the Contract, the income, gains or losses
of the Variable Account are credited to or charged against the assets of the
Variable Account without regard to the other income, gains, or losses of the
Company. These assets are held in relation to the Contracts described in this
Prospectus and other variable annuity contracts that provide benefits that vary
in accordance with the investment performance of the Variable Account. Although
the assets maintained in the Variable Account will not be charged with any
liabilities arising out of any other business we conduct, all obligations
arising under the Contracts, including the promise to make annuity payments, are
general corporate obligations of the Company.


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



                           VARIABLE ACCOUNT OPTIONS:
                         THE MFS/SUN LIFE SERIES TRUST



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



      The Series Fund is composed of 27 independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of the
Series Fund are issued in 27 series (each, a "Fund"), each corresponding to one
of the portfolios. The Contracts provide for investment by the Sub-Accounts in
shares of the 26 Funds described below. Additional portfolios may be added to
the Series Fund which may or may not be available for investment by the Variable
Account.



     BOND SERIES will primarily seek as high a level of current income as is
     believed to be consistent with prudent investment risk; its secondary
     objective is to seek to protect shareholders' capital.



     CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
     investing in securities of all types, with major emphasis on common stocks.



     CAPITAL OPPORTUNITIES SERIES will seek capital appreciation.



     EMERGING GROWTH SERIES will seek long-term growth of capital.



     EMERGING MARKETS EQUITY SERIES will seek capital appreciation.



     EQUITY INCOME SERIES will primarily seek reasonable income by investing
     mainly in income producing securities; its secondary objective is to seek
     capital appreciation.



     GLOBAL ASSET ALLOCATION SERIES will seek total return over the long term
     through investments in equity and fixed income securities and will also
     seek to have low volatility of share price (I.E., net asset value per
     share) and reduced risk (compared to an aggressive equity/fixed income
     portfolio).



     GLOBAL GOVERNMENTS SERIES will seek to provide moderate current income,
     preservation of capital and growth of capital by investing in debt
     obligations that are issued or guaranteed as to principal and interest by
     either (i) the U.S. Government, its agencies, authorities, or
     instrumentalities, or (ii) the governments of foreign countries (to the
     extent that the Series' adviser believes that the higher yields available
     from foreign government securities are sufficient to justify the risks of
     investing in these securities).


                                       9
<PAGE>

     GLOBAL GROWTH SERIES will seek capital appreciation by investing in
     securities of companies worldwide growing at rates expected to be well
     above the growth rate of the overall U.S. economy.



     GLOBAL TOTAL RETURN SERIES will seek total return by investing in
     securities which will provide above average current income (compared to a
     portfolio invested entirely in equity securities) and opportunities for
     long-term growth of capital and income.



     GOVERNMENT SECURITIES SERIES will seek current income and preservation of
     capital by investing in U.S. Government and U.S. Government-related
     securities.



     HIGH YIELD SERIES will seek high current income and capital appreciation by
     investing primarily in certain lower rated or unrated securities (possibly
     with equity features) of U.S. and foreign issuers (also known as "junk
     bonds").



     INTERNATIONAL GROWTH SERIES will seek capital appreciation.



     INTERNATIONAL GROWTH AND INCOME SERIES will seek capital appreciation and
     current income.



     MANAGED SECTORS SERIES will seek capital appreciation by varying the
     weighting of its portfolio among 13 industry sectors.



     MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
     growth of capital and future income rather than current income.



     MASSACHUSETTS INVESTORS TRUST SERIES (FORMERLY, THE CONSERVATIVE GROWTH
     SERIES) will seek 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.



     MONEY MARKET SERIES will seek maximum current income to the extent
     consistent with stability of principal by investing exclusively in money
     market instruments maturing in less than 13 months.



     NEW DISCOVERY SERIES will seek capital appreciation.



     RESEARCH SERIES will seek to provide long-term growth of capital and future
     income.



     RESEARCH GROWTH AND INCOME SERIES will seek to provide long-term growth of
     capital, current income and growth of income.



     RESEARCH INTERNATIONAL SERIES will seek capital appreciation.



     STRATEGIC GROWTH SERIES will seek capital appreciation.



     STRATEGIC INCOME SERIES will seek to provide high current income by
     investing in fixed income securities and will seek to take advantage of
     opportunities to realize significant capital appreciation while maintaining
     a high level of current income.



     TOTAL RETURN SERIES will seek primarily 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.



     UTILITIES SERIES will seek 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 of both domestic and foreign companies in the
     utilities industry.



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


                                       10
<PAGE>

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



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



      The Series Fund also offers its shares to other separate accounts
established by the Company and our New York subsidiary in connection with
variable annuity and variable life insurance contracts. Although we do not
anticipate any disadvantages to this arrangement, there is a possibility that a
material conflict may arise between the interests of the Variable Account and
one or more of the other separate accounts investing in the Series Fund. A
conflict may occur due to differences in tax laws affecting the operations of
variable life and variable annuity separate accounts, or some other reason. We
and the Series Fund's Board of Trustees will monitor events for such conflicts,
and, in the event of a conflict, we will take steps necessary to remedy the
conflict, including withdrawal of the Variable Account from participation in the
Fund which is involved in the conflict or substitution of shares of other Funds
or other mutual funds.



      MORE COMPREHENSIVE INFORMATION ABOUT THE SERIES FUND AND THE MANAGEMENT,
INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, EXPENSES AND POTENTIAL RISKS OF
EACH FUND MAY BE FOUND IN THE ACCOMPANYING CURRENT PROSPECTUS OF THE
SERIES FUND. YOU SHOULD READ THE SERIES FUND PROSPECTUS CAREFULLY BEFORE
INVESTING. THE SERIES FUND'S STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE BY
CALLING 1-800-752-7215.


                               THE FIXED ACCOUNT

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


      We will invest the assets of the Fixed Account in those assets we choose
that are allowed by applicable state insurance laws. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and certain
other investments. We intend to invest primarily in investment-grade fixed
income securities (i.e., rated by a nationally recognized rating service within
the 4 highest grades) or instruments we believe are of comparable quality.


      We are not obligated to invest amounts allocated to the Fixed Account
according to any particular strategy, except as may be required by applicable
state insurance laws. You will not have a direct or indirect interest in the
Fixed Account investments.

                           THE FIXED ACCOUNT OPTIONS:
                             THE GUARANTEE PERIODS

      You may elect one or more Guarantee Period(s) from those we make available
from time to time. We publish Guaranteed Interest Rates for each Guarantee
Period offered. We may change the Guaranteed Interest Rates we offer from time
to time, but no Guaranteed Interest Rate will ever be less than 3% per year,
compounded annually. Also, once we have accepted your allocation to a particular
Guarantee Period, we promise that the Guaranteed Interest Rate applicable to
that allocation will not change for the duration of the Guarantee Period.

                                       11
<PAGE>
      We determine Guaranteed Interest Rates in our discretion. We do not have a
specific formula for establishing the rates for different Guarantee Periods. Our
determination will be influenced by the interest rates on fixed income
investments in which we may invest amounts allocated to the Guarantee Periods.
We will also consider other factors in determining these rates, including
regulatory and tax requirements, sales commissions and administrative expenses
borne by us, general economic trends and competitive factors. We cannot predict
the level of future interest rates.

      We may from time to time in our discretion offer interest rate specials
for new Purchase Payments that are higher than the rates we are then offering
for renewals or transfers.

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

                             THE ACCUMULATION PHASE

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

ISSUING YOUR CONTRACT

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

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

AMOUNT AND FREQUENCY OF PURCHASE PAYMENTS

      The amount of Purchase Payments may vary; however, we will not accept an
initial Purchase Payment of less than $10,000, and each additional Purchase
Payment must be at least $1,000, unless we waive these limits. In addition, we
will not accept a Purchase Payment if your Account Value is over $1 million, or
if the Purchase Payment would cause your Account Value to exceed $1 million,
unless we have approved the Payment in advance. Within these limits, you may
make Purchase Payments at any time during the Accumulation Phase.

ALLOCATION OF NET PURCHASE PAYMENTS

      You may allocate your Purchase Payments among the different Sub-Accounts
and Guarantee Periods we offer, but any allocation to a Guarantee Period must be
at least $1,000. Over the life of your Contract, you may allocate amounts among
as many as 18 of the available options.

      In your Application, you may specify the percentage of each Purchase
Payment to be allocated to each Sub-Account or Guarantee Period. These
percentages are called your allocation factors. You may change the allocation
factors for future Payments by sending us written notice of the change, as
required. We will use your new allocation factors for the first Purchase Payment
we receive with or after we have received notice of the change, and for all
future Purchase Payments, until we receive another change notice.

                                       12
<PAGE>
      Although it is currently not our practice, we may deduct applicable
premium taxes or similar taxes from your Purchase Payments. See "Contract
Charges -- Premium Taxes." In that case, we will credit your Net Purchase
Payment, which is the Purchase Payment minus the amount of those taxes.

YOUR ACCOUNT

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

YOUR ACCOUNT VALUE


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


PURCHASE PAYMENT INTEREST


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


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

      OPTION B: THE 3%, 4%, OR 5% INTEREST OPTION -- Under this option we will
      credit your Contract with interest at the following rates:

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

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

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


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



      We credit Purchase Payment Interest during the same Valuation Period in
which we receive the Purchase Payment. We allocate the Purchase Payment Interest
to the Sub-Accounts and/or the Guarantee Periods in the same proportion as the
Net Purchase Payment is allocated. For any additional 1% or 2% interest credit
under Option B or any Five-Year Anniversary credit under Option A, we allocate
the credit on a pro rata basis to all Sub-Accounts and/or Guarantee Periods in
which you are invested, excluding any Guarantee Periods established to support a
dollar-cost averaging program. Any additional interest adjustments will be
credited on your Account Anniversary. We will deduct the "Adjusted" Purchase
Payment Interest if the Contract is returned during the "free look period." For
a description of the free look period and Adjusted Purchase Payment Interest,
see "Right to Return." For examples of how we calculate Purchase Payment
Interest, see Appendix F.


                                       13
<PAGE>

      Because the Company does not recapture any Purchase Payment Interest on
the Contracts, there are no general circumstances in which a Participant would
be disadvantaged by purchasing one of the Contracts rather than purchasing a
similar contract without a bonus credit feature. However, the Contracts are
designed to give the most value to Participants with long-term investment goals.



      We may credit Purchase Payment Interest at rates other than those
described above on Contracts sold to officers, directors and employees of the
Company or its affiliates, registered representatives, and employees of
broker-dealers with a current selling agreement with the Company and affiliates
of such representatives and broker-dealers, employees of affiliated asset
management firms, and persons who have retired from such positions ("Eligible
Employees") and immediate family members of Eligible Employees.


VARIABLE ACCOUNT VALUE

      VARIABLE ACCUMULATION UNITS

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

      VARIABLE ACCUMULATION UNIT VALUE


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


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

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

      CREDITING AND CANCELING VARIABLE ACCUMULATION UNITS

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

                                       14
<PAGE>
FIXED ACCOUNT VALUE

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


      A Guarantee Period begins the day we apply your allocation and ends when
the number of calendar years (or months if the Guarantee Period is less than one
year) in the Guarantee Period (measured from the end of the calendar month in
which the amount was allocated to the Guarantee Period) have elapsed. The last
day of the Guarantee Period is its Renewal Date.



      Each additional Purchase Payment, transfer or renewal credited to your
Fixed Account Value will result in a new Guarantee Period with its own Renewal
Date. Amounts allocated at different times to Guarantee Periods of the same
duration may have different Renewal Dates.


      CREDITING INTEREST


      We credit interest on amounts allocated to a Guarantee Period at the
applicable Guaranteed Interest Rate for the duration of the Guarantee Period.
During the Guarantee Period, we credit interest daily at a rate that yields the
Guaranteed Interest Rate on an annual effective basis.


      GUARANTEE AMOUNTS

      Each separate allocation you make to a Guarantee Period, together with
interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount
is treated separately for purposes of determining the Market Value Adjustment. A
Guarantee Period that will extend beyond your maximum Annuity Commencement Date
will result in an application of a Market Value Adjustment upon annuitization or
withdrawals. Each new allocation to a Guarantee Period must be at least $1,000.

      RENEWALS

      We will notify you in writing between 45 and 75 days before the Renewal
Date for any Guarantee Amount. A new Guarantee Period of the same duration will
begin automatically for that Guarantee Amount on the first day following the
Renewal Date, unless before the Renewal Date we receive:


      1) written notice from you electing a different Guarantee Period from
         among those we then offer, or



      2) instructions to transfer the Guarantee Amount to one or more
         Sub-Accounts, in accordance with the transfer privilege provisions of
         the Contract described below. (See "Transfer Privilege.")


      A Guarantee Amount will not renew into a Guarantee Period that will extend
beyond your Maximum Annuity Commencement Date. We will automatically renew your
amount into the next available Guarantee Period.

      EARLY WITHDRAWALS


      If you withdraw, transfer, or annuitize an allocation to a Guarantee
Period more than 30 days prior to the Renewal Date, we will apply a Market Value
Adjustment to the transaction. This could result in an increase or decrease of
your Account Value, depending on interest rates at the time. You bear the risk
that you will receive less than your principal if the Market Value Adjustment
applies.


                                       15
<PAGE>
TRANSFER PRIVILEGE

      PERMITTED TRANSFERS

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


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



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



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



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



    - At least 30 days must elapse between transfers to or from Guarantee
      Periods;



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



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


      These restrictions do not apply to transfers made under an approved
dollar-cost averaging program.


      There is usually no charge imposed on transfers; however, we reserve the
right to impose a transfer charge of $15 for each transfer. Transfers out of a
Guarantee Period made more than 30 days before the Renewal Date will be subject
to the Market Value Adjustment described below. Under current law, there is no
tax liability for transfers.


      REQUESTS FOR TRANSFERS

      You may request transfers in writing or by telephone. The telephone
transfer privilege is available automatically, and does not require your written
election. We will require personal identifying information to process a request
for a transfer made by telephone. We will not be liable for following
instructions communicated by telephone that we reasonably believe are genuine.


      If we receive your transfer request before 4:00 p.m. Eastern Time on a
Business Day, it will be effective that day. Otherwise, it will be effective the
next Business Day.


      MARKET TIMERS

      The Contracts are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. If you
wish to employ such strategies, you should not purchase a Contract. Accordingly,
transfers may be subject to restrictions if exercised by a market timing firm or
any other third party authorized to initiate transfer transactions on behalf of
multiple Participants. In imposing such restrictions, we may, among other
things, not accept (1) the transfer instructions of any agent acting under a
power of attorney on behalf of more than one Participant, or (2) the transfer
instructions of individual Participants who have executed pre-authorized
transfer forms that are submitted at the same time by market timing firms or
other third parties on behalf of more than one Participant. We will not impose
these restrictions unless our actions are reasonably intended to prevent the use
of such transfers in a manner that will disadvantage or potentially impair the
Contract rights of other Participants.


      In addition, the Series Funds has reserved the right to temporarily or
permanently refuse exchange requests from the Variable Account if, in the MFS'
judgment, a Fund would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be adversely
affected. In particular, a pattern of exchanges that coincide with a market
timing strategy may be disruptive to a Fund and therefore may be refused.
Accordingly, the Variable Account may not be in a position to effectuate
transfers and may refuse transfer requests without prior notice. We also


                                       16
<PAGE>

reserve the right, for similar reasons, to refuse or delay exchange requests
involving transfers to or from the Fixed Account.


WAIVERS; REDUCED CHARGES; CREDITS; BONUS GUARANTEED INTEREST RATES


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


OPTIONAL PROGRAMS

      DOLLAR-COST AVERAGING

      Dollar-cost averaging allows you to invest gradually, over time, in up to
12 Sub-Accounts. You may select a dollar-cost averaging program at no extra
charge by allocating a minimum of $1,000 to a designated Sub-Account or to a
Guarantee Period we make available in connection with the program. Amounts
allocated to the Fixed Account under the program will earn interest at a rate
declared by the Company for the Guarantee Period you select. Previously applied
amounts may not be transferred to a Guarantee Period made available in
connection with this program. Each month or quarter, as you select, we will
transfer the same amount automatically (including a portion of the Purchase
Payment Interest) to one or more Sub-Accounts that you choose, up to a maximum
of 12 Sub-Accounts. The program continues until your Account Value allocated to
the program is depleted or you elect to stop the program. The final amount
transferred from the Fixed Account will include all interest earned (excluding
Purchase Payment Interest).


      No Market Value Adjustment (either positive or negative) will apply to
amounts automatically transferred from the Fixed Account under the dollar-cost
averaging program. However, if you discontinue or alter the program prior to
completion, amounts remaining in the Fixed Account will be transferred to the
Series Trust's Money Market Sub-Account, unless you instruct us otherwise, and
the Market Value Adjustment will be applied. Any new allocation of a Purchase
Payment to the program is treated as commencing a new dollar-cost averaging
program and is subject to the $1,000 minimum.


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

      ASSET ALLOCATION

      One or more asset allocation programs may be available in connection with
the Contracts, at no extra charge. Asset allocation is the process of investing
in different asset classes -- such as equity funds, fixed income funds, and
money market funds -- depending on your personal investment goals, tolerance for
risk, and investment time horizon. By spreading your money among a variety of
asset

                                       17
<PAGE>
classes, you may be able to reduce the risk and volatility of investing,
although there are no guarantees, and asset allocation does not insure a profit
or protect against loss in a declining market.


      Currently, you may select one of three asset allocation models, each of
which represents a combination of Sub-Accounts with a different level of risk.
The available models are: the conservative asset allocation model, the moderate
asset allocation model, and the aggressive asset allocation model. Each model
allocates a different percentage of Account Value to Sub-Accounts investing in
the various asset classes, with the conservative model allocating the lowest
percentage to Sub-Accounts investing in the equity asset class and the
aggressive model allocating the highest percentage to the equity asset class.
These models, as well as the terms and conditions of the asset allocation
program, are fully described in a separate brochure. Additional programs may be
available in the future.



      If you elect an asset allocation program, we will automatically allocate
your Purchase Payments among the Sub-Accounts represented in the model you
choose. [Sun Capital Advisers' Asset Allocation Committee will direct the
allocations.] By your election of an asset allocation program, you thereby
authorize us to automatically reallocate your Account Value on a quarterly
basis, or as determined by the terms of the Asset Allocation Program, to reflect
the current composition of the model you have selected, without further
instruction, until we receive notification that you wish to terminate the
program, or choose a different model.


      SYSTEMATIC WITHDRAWAL AND INTEREST OUT PROGRAMS


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



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


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

      PORTFOLIO REBALANCING PROGRAM

      Under the Portfolio Rebalancing Program, we transfer funds among the
Sub-Accounts to maintain the percentage allocation you have selected among these
Sub-Accounts. At your election, we will make these transfers on a quarterly,
semi-annual or annual basis.

      Portfolio Rebalancing does not permit transfers to or from any Guarantee
Period.

      SECURED FUTURES PROGRAM


      Under the Secured Futures Program, we divide your Purchase Payments and
Purchase Payment Interest between the Fixed Account and the Variable Account.
For the Fixed Account portion, you choose a Guarantee Period from among those we
offer. We then allocate to that Guarantee Period the portion of your Purchase
Payment and Purchase Payment Interest necessary so that, at the end of the
Guarantee Period, your Fixed Account allocation, including interest, will equal
the entire amount of your original Purchase Payment. The remainder of the
original Purchase Payment and Purchase Payment Interest will be invested in the
Sub-Accounts of your choice. At the end of the Guarantee Period, you will be
guaranteed the amount of your Purchase Payment and Purchase Payment Interest
(assuming no withdrawals), plus you will have the benefit, if any, of the
investment performance of the Sub-Accounts you have chosen.


                                       18
<PAGE>
           WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

CASH WITHDRAWALS

      REQUESTING A WITHDRAWAL


      At any time during the Accumulation Phase you may withdraw in cash all or
any portion of your Account Value. To make a withdrawal, you must send us a
written request at our Annuity Mailing Address. Your request must specify
whether you want to withdraw the entire amount of your Account or, if less, the
amount you wish to receive.



      All withdrawals may be subject to a withdrawal charge (see "Withdrawal
Charge," below), and withdrawals from your Fixed Account Value also may be
subject to a Market Value Adjustment (see "Market Value Adjustment," below).
Withdrawals also may have adverse federal income tax consequences, including a
10% penalty tax. See "Tax Considerations." You should carefully consider these
tax consequences before requesting a cash withdrawal.


      FULL WITHDRAWALS


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


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

      PARTIAL WITHDRAWALS

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


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


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

      TIME OF PAYMENT


      We will pay you the applicable amount of any full or partial withdrawal
within 7 days after we receive your withdrawal request, except in cases where we
are permitted, and choose, to defer payment under the Investment Company Act of
1940 and applicable state insurance law. Currently, we may defer payment of
amounts you withdraw from the Variable Account only for the following periods:



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



    - When it is not reasonably practical to dispose of securities held by a
      Fund or to determine the value of the net assets of a Fund, because an
      emergency exists; or



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


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

                                       19
<PAGE>
      WITHDRAWAL RESTRICTIONS FOR QUALIFIED PLANS


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


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

WITHDRAWAL CHARGE

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

      FREE WITHDRAWAL AMOUNT

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

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

      (2) 10% of the amount of all Purchase Payments you have made during the
          last 7 Account Years, including the current Account Year.

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

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

      (a) the difference between your Account Value at the end of the prior
          Account Year and your Account Value at the beginning of the prior
          Account Year, minus

      (b) any Purchase Payments made during the prior Account Year, plus

      (c) any partial withdrawals and charges taken during the prior Account
          Year.


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


      WITHDRAWAL CHARGE ON PURCHASE PAYMENTS

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

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

      ORDER OF WITHDRAWAL

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

                                       20
<PAGE>
      CALCULATION OF WITHDRAWAL CHARGE


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


<TABLE>
<CAPTION>
   NUMBER OF
 ACCOUNT YEARS
PAYMENT HAS BEEN            WITHDRAWAL
IN YOUR CONTRACT              CHARGE
- ----------------            ----------
<S>                         <C>
      0-1                       8%
      1-2                       8%
      2-3                       7%
      3-4                       7%
      4-5                       6%
      5-6                       5%
      6-7                       4%
       7+                       0%
</TABLE>


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



      The withdrawal charge will never be greater than 8% of the excess of
Purchase Payments you make under your Contract over the "free withdrawal
amount," as defined above.


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

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

TYPES OF WITHDRAWALS NOT SUBJECT TO WITHDRAWAL CHARGE


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



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


    - you are confined to an eligible nursing home and have been confined there
      for at least the preceding 180 days, or any shorter period required by
      your state.


      An "eligible nursing home" means a licensed hospital or licensed skilled
or intermediate care nursing facility at which medical treatment is available on
a daily basis and daily medical records are kept for each patient. You must
provide us with evidence of confinement in the form we determine.


      For each Qualified Contract, the free withdrawal amount in any Account
Year will be the greater of the free withdrawal amount described above and any
amounts required to be withdrawn to comply with the minimum distribution
requirement of the Internal Revenue Code. This waiver of the withdrawal charge
applies only to the portion of the required minimum distribution attributable to
that Qualified Contract.


      We do not impose the withdrawal charge on amounts you apply to provide an
annuity, amounts we pay as a death benefit (except under the Cash Surrender
method), or amounts you transfer among the Sub-Accounts, between the
Sub-Accounts and the Fixed Account, or within the Fixed Account.


                                       21
<PAGE>
MARKET VALUE ADJUSTMENT


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


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

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

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

<TABLE>
<C> <S>       <C> <C>       <C>
                  N/12
    1 + I
  ( --------- )             - 1
    1 + J + b
</TABLE>

where:

      I is the Guaranteed Interest Rate applicable to the Guarantee Amount from
which you withdraw, transfer or annuitize;

      J is the Guaranteed Interest Rate we declare at the time of your
withdrawal, transfer or annuitization for Guarantee Periods equal to the length
of time remaining in the Guarantee Period applicable to your Guarantee Amount,
rounded to the next higher number of complete years, for Guarantee Periods of
one year or more. For any Guarantee Periods of less than one year, J is the
Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or
annuitization for a Guarantee Period of the same length as your Guarantee
Period. If, at that time, we do not offer the applicable Guarantee Period we
will use an interest rate determined by straight-line interpolation of the
Guaranteed Interest Rates for the Guarantee Periods we do offer;

      N is the number of complete months remaining in your Guarantee Period; and

      b is a factor that currently is 0% but that in the future we may increase
to up to 0.25%. Any increase would be applicable only to Participants who
purchase their Contracts after the date of that increase.

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

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

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

                                       22
<PAGE>
                                CONTRACT CHARGES

ACCOUNT FEE


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


      We will not charge the Account Fee if:

      (1)  your Account has been allocated only to the Fixed Account during the
           applicable Account Year; or

      (2)  your Account Value is more than $100,000 on your Account Anniversary.

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

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

ADMINISTRATIVE EXPENSE CHARGE


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


MORTALITY AND EXPENSE RISK CHARGE


      During both the Accumulation Phase and the Income Phase, we deduct a
mortality and expense risk charge from the assets of the Variable Account at an
effective annual rate equal to 1.30%. The mortality risk we assume arises from
our contractual obligation to continue to make annuity payments to each
Annuitant, regardless of how long the Annuitant lives and regardless of how long
all Annuitants as a group live. This obligation assures each Annuitant that
neither the longevity of fellow Annuitants nor an improvement in life expectancy
generally will have an adverse effect on the amount of any annuity payment
received under the Contract. The mortality risk also arises from our contractual
obligation to pay a death benefit upon the death of the Participant prior to the
Annuity Commencement Date. The expense risk we assume is the risk that the
Account Fee and administrative expense charge we assess under the Contracts may
be insufficient to cover the actual total administrative expenses we incur. If
the amount of the charge is insufficient to cover the mortality and expense
risks, we will bear the loss. If the amount of the charge is more than
sufficient to cover the risks, we will make a profit on the charge. We expect to
make a profit on the excess expense charge associated with the purchase payment
interest. We may use this profit for any proper corporate purpose, including the
payment of marketing and distribution expenses for the Contracts.


                                       23
<PAGE>
CHARGES FOR OPTIONAL DEATH BENEFIT RIDERS


      If you elect an optional death benefit rider, we will deduct a charge from
the assets of the Variable Account based upon the number of optional death
benefit riders you elect, as follows:



<TABLE>
<CAPTION>
NUMBER OF               % OF
RIDERS YOU             AVERAGE
  ELECT              DAILY VALUE
- ----------           -----------
<S>                  <C>
   1                     0.15%
   2                     0.25%
   3                     0.40%
</TABLE>


PREMIUM TAXES

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

      In order to reimburse us for the premium tax we may pay on Purchase
Payments, our policy is to deduct the amount of such taxes from the amount you
apply to provide an annuity at the time of annuitization. However, we reserve
the right to deduct the amount of any applicable tax from your Account at any
time, including at the time you make a Purchase Payment or make a full or
partial withdrawal. We do not make any profit on the deductions we make to
reimburse premium taxes.

FUND EXPENSES


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


MODIFICATION IN THE CASE OF GROUP CONTRACTS


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


                                 DEATH BENEFIT


      If you die during the Accumulation Phase, we will pay a death benefit to
your Beneficiary, using the payment method elected (a single cash payment or one
of our Annuity Options). If the Beneficiary is not living on your date of death,
we will pay the death benefit in one sum to your estate. We do not pay a death
benefit if you die during the Income Phase. However, the Beneficiary will
receive any payments provided under an Annuity Option that is in effect.


AMOUNT OF DEATH BENEFIT

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

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

                                       24
<PAGE>
THE BASIC DEATH BENEFIT

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

      1.  Your Account Value for the Valuation Period during which the Death
          Benefit Date occurs;


      2.  The amount we would pay if you had surrendered your entire Account on
          the Death Benefit Date; and


      3.  Your total Purchase Payments (adjusted for partial withdrawals as
          described in "Calculating the Death Benefit") as of the Death Benefit
          Date.

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


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


OPTIONAL DEATH BENEFIT RIDERS


      Subject to availability in your state, you may enhance the basic death
benefit by electing one or more of the following optional death benefit riders.
You must make your election before the date on which your Contract becomes
effective. You will pay a charge for each optional death benefit rider you
elect. (For a description of these charges, see "Charges for Optional Death
Benefit Riders.") The Maximum Anniversary Account Value Rider, the 5% Premium
Roll-Up Rider, and the Earnings Enhancement Riders are available only if you are
younger than 80 on the Contract Date. Any optional death benefit rider election
may not be changed after the Contract is issued. For a complete description of
how the death benefits under the optional death benefit riders are calculated,
see "Calculating the Death Benefit."


      MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER

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


      -  any of the death benefit amounts payable under options (1), (2) or
         (3) under the basic death benefit, above, or


      -  your highest Account Value on any Account Anniversary before your 81st
         birthday, adjusted for any subsequent Purchase Payments, partial
         withdrawals and charges made between that Account Anniversary and the
         Death Benefit Date.

      5% PREMIUM ROLL-UP RIDER

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


      -  any of the death benefit amounts payable under options (1), (2) or
         (3) under the basic death benefit, or


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

      Under this rider, interest accrues at 5% per year on Purchase Payments and
transfers to the Variable Account while they remain in the Variable Account. The
5% interest accruals will continue until the earlier of:


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



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


                                       25
<PAGE>
      EARNINGS ENHANCEMENT RIDER

      Under this rider, if you are 69 or younger on your Contract Date, the
death benefit will be:

      -  the greatest of any of the death benefit amounts payable under options
         (1), (2) or (3) under the basic death benefit, above, plus

      -  40% of the lesser of your net Purchase Payments or your Account Value
         minus net Purchase Payments, calculated as of the Death Benefit Date.

      If you are between the ages of 70 and 79 on your Contract Date, the death
benefit will be:

      -  the greatest of any of the death benefit amounts payable under options
         (1), (2) or (3) under the basic death benefit, above, plus

      -  25% of the lesser of your net Purchase Payments or your Account Value
         minus net Purchase Payments, calculated as of the Death Benefit Date.

      Net Purchase Payments under this rider will be adjusted for all partial
withdrawals as described in "Calculating the Death Benefit." For examples of how
the death benefit is calculated under the Earnings Enhancement Rider, see
Appendix D.

      SELECTING MULTIPLE DEATH BENEFIT RIDERS

      If you elect more than one death benefit rider, the death benefit will be
calculated as follows:


        1)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH 5% PREMIUM
            ROLL-UP RIDER: The death benefit will equal the greater of the death
            benefit under the Maximum Anniversary Account Value Rider or the
            death benefit under the 5% Premium Roll-Up Rider.


        2)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER COMBINED WITH EARNINGS
            ENHANCEMENT RIDER: The death benefit will equal the death benefit
            under the Maximum Anniversary Account Value Rider, PLUS the amount
            calculated under the Earnings Enhancement Rider. The death benefit
            under the Earnings Enhancement Rider is calculated using the Account
            Value before the application of the Maximum Anniversary Account
            Rider.

        3)  EARNINGS ENHANCEMENT RIDER COMBINED WITH 5% PREMIUM ROLL-UP
            RIDER:  The death benefit will equal the death benefit under the 5%
            Premium Roll-Up Rider, PLUS the amount calculated under the Earnings
            Enhancement Rider. The death benefit under the Earnings Enhancement
            Rider is calculated using the Account Value before the application
            of the 5% Premium Roll-Up Rider.

        4)  MAXIMUM ANNIVERSARY ACCOUNT VALUE RIDER, THE 5% PREMIUM ROLL-UP
            RIDER AND THE EARNINGS ENHANCEMENT RIDER:  The death benefit will
            equal the GREATER of the death benefit under the Maximum Anniversary
            Account Value Rider or the death benefit under the 5% Premium
            Roll-Up Rider, PLUS the amount calculated under the Earnings
            Enhancement Rider. The death benefit under the Earnings Enhancement
            Rider is calculated using the Account Value before the application
            of the 5% Premium Roll-Up Rider and the Maximum Anniversary Account
            Value Rider.

    SPOUSAL CONTINUANCE

    If your spouse is your Beneficiary, upon your death your spouse may elect to
continue the Contract as the Participant, rather than receive the death benefit
amount. In that case, we will not pay a death benefit, but the Contract's
Account Value will be equal to your Contract's death benefit amount, as defined
under the basic death benefit or any rider you have selected. All Contract
provisions, including any riders you have selected, will continue as if your
spouse had purchased the Contract on the Death Benefit Date with a value equal
to the death benefit amount. For purposes of calculating death benefits and
expenses from that date forward, the surviving spouse's age on the original
effective date of the Contract will be used.

                                       26
<PAGE>
CALCULATING THE DEATH BENEFIT


      In calculating the death benefit amount payable under option (3) of the
basic death benefit or any of the optional death benefit riders, any partial
withdrawals will reduce the death benefit amount to an amount equal to the death
benefit amount immediately before the withdrawal multiplied by the ratio of the
Account Value immediately after the withdrawal to the Account Value immediately
before the withdrawal.



      If the death benefit is the amount payable under options (2) or (3) of the
basic death benefit or under any of the optional death benefit riders, your
Account Value will be increased by the excess, if any, of that amount over
option (1) of the basic death benefit. Any such increase will be allocated to
the Sub-Accounts in proportion to your Account Value in those Sub-Accounts on
the Death Benefit Date. Also, any portion of this new Account Value attributed
to the Fixed Account will be transferred to the Series Fund's Money Market
Sub-Account (without the application of a Market Value Adjustment). If your
spouse, as the named Beneficiary, elects to continue the Contract after your
death, your spouse may transfer any such Fixed Account portion back to the Fixed
Account and begin a new Guarantee Period.


METHOD OF PAYING DEATH BENEFIT

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

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

      If we pay the death benefit in the form of an Annuity Option, the
Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

NON-QUALIFIED CONTRACTS

      If your Contract is a Non-Qualified Contract, special distribution rules
apply to the payment of the death benefit. The amount of the death benefit must
be distributed either (1) as a lump sum within 5 years after your death or (2)
if in the form of an annuity, over a period not greater than the life or
expected life of the "designated beneficiary" within the meaning of Section
72(s) of the Internal Revenue Code, with payments beginning no later than one
year after your death.

      The person you have named as Beneficiary under your Contract, if any, will
be the "designated beneficiary." If the named Beneficiary is not living and no
contingent beneficiary has been named, the Annuitant automatically becomes the
designated beneficiary.


      If the designated beneficiary is your surviving spouse, your spouse may
continue the Contract in his or her own name as Participant. To make this
election, your spouse must give us written notification within 60 days after we
receive Due Proof of Death. The special distribution rules will then apply on
the death of your spouse. To understand what happens when your spouse continues
the Contract, see "Spousal Continuance," above.



      During the Income Phase, if the Annuitant dies, the remaining value of the
Annuity Option(s) in place must be distributed at least as rapidly as the method
of distribution under that option.



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


                                       27
<PAGE>
      Payments made in contravention of these special rules would adversely
affect the treatment of the Contracts as annuity contracts under the Internal
Revenue Code. Neither you nor the Beneficiary may exercise rights that would
have that effect.

SELECTION AND CHANGE OF BENEFICIARY

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

PAYMENT OF DEATH BENEFIT

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

DUE PROOF OF DEATH


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



      -  An original certified copy of an official death certificate;



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



      -  Any other proof we find satisfactory.


                     THE INCOME PHASE -- ANNUITY PROVISIONS


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



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



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


SELECTION OF THE ANNUITANT OR CO-ANNUITANT


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



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


                                       28
<PAGE>
      When an Annuity Option has been selected as the method of paying the death
benefit, the Beneficiary is the Payee of the annuity payment.

SELECTION OF THE ANNUITY COMMENCEMENT DATE

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

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

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

      -  The Annuity Commencement Date must always be the first day of a month.

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

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

      -  The new Annuity Commencement Date must be at least 30 days after we
         receive the notice.

      There may be other restrictions on your selection of the Annuity
Commencement Date imposed by your retirement plan or applicable law. In most
situations, current law requires that for a Qualified Contract, certain minimum
distributions must commence no later than April 1 following the year the
Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no
later than April 1 following the year the Annuitant retires, if later than the
year the Annuitant reaches age 70 1/2).

ANNUITY OPTIONS

      We offer the following Annuity Options for payments during the Income
Phase. Each Annuity Option may be selected for a Variable Annuity, a Fixed
Annuity, or a combination of both. We may also agree to other settlement
options, in our discretion.

      ANNUITY OPTION A -- LIFE ANNUITY

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

      ANNUITY OPTION B -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS
      CERTAIN

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

      ANNUITY OPTION C -- JOINT AND SURVIVOR ANNUITY

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

                                       29
<PAGE>
      ANNUITY OPTION D -- MONTHLY PAYMENTS FOR A SPECIFIED PERIOD CERTAIN

      We make monthly payments for a specified period of time from 10 to 30
years, as you elect. If payments under this option are paid on a variable
annuity basis, the Annuitant may elect to receive in one sum the discounted
value of the remaining payments, less any applicable withdrawal charge; the
discount rate for this purpose will be the assumed interest rate in effect. If
the Annuitant dies during the period selected, the remaining income payments are
made as described under Annuity Option B. The election of this Annuity Option
may result in the imposition of a penalty tax.

SELECTION OF ANNUITY OPTION

      You select one or more of the Annuity Options, which you may change from
time to time during the Accumulation Phase, as long as we receive your selection
or change in writing at least 30 days before the Annuity Commencement Date. If
we have not received your written selection on the 30th day before the Annuity
Commencement Date, you will receive Annuity Option B, for a life annuity with
120 monthly payments certain.

      You may specify the proportion of your Adjusted Account Value you wish to
provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the
dollar amount of payments will vary, while under a Fixed Annuity, the dollar
amount of payments will remain the same. If you do not specify a Variable
Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between
Variable Annuities and Fixed Annuities in the same proportions as your Account
Value was divided between the Variable and Fixed Accounts on the Annuity
Commencement Date. You may allocate your Adjusted Account Value applied to a
Variable Annuity among the Sub-Accounts, or we will use your existing
allocations.

      There may be additional limitations on the options you may elect under
your particular retirement plan or applicable law.

      REMEMBER THAT THE ANNUITY OPTIONS MAY NOT BE CHANGED ONCE ANNUITY PAYMENTS
BEGIN.

AMOUNT OF ANNUITY PAYMENTS

      ADJUSTED ACCOUNT VALUE

      The Adjusted Account Value is the amount we apply to provide a Variable
Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking
your Account Value on the Business Day just before the Annuity Commencement Date
and making the following adjustments:

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

      -  If applicable, we apply the Market Value Adjustment to your Account
         Value in the Fixed Account, which may result in a deduction, an
         addition, or no change.

      -  We deduct any applicable premium tax or similar tax if not previously
         deducted.


      -  On the Annuity Commencement Date, we will exchange your Account's
         Variable Annuity Units for Annuitization Units which have an annual
         mortality and expense risk charge of 1.45% of your average daily net
         assets.


      VARIABLE ANNUITY PAYMENTS

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

      To calculate the remaining payments, we convert the amount of the first
payment into Annuity Units for each Sub-Account; we determine the number of
those Annuity Units by dividing the portion of the first payment attributable to
the Sub-Account by the Annuity Unit Value of that Sub-Account for

                                       30
<PAGE>
the Valuation Period ending just before the Annuity Commencement Date. This
number of Annuity Units for each Sub-Account will remain constant (unless the
Annuitant requests an exchange of Annuity Units). However, the dollar amount of
the next Variable Annuity payment -- which is the sum of the number of Annuity
Units for each Sub-Account times its Annuity Unit Value for the Valuation Period
ending just before the date of the payment -- will increase, decrease, or remain
the same, depending on the net investment return of the Sub-Accounts.

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

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

      FIXED ANNUITY PAYMENTS

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

      MINIMUM PAYMENTS

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

EXCHANGE OF VARIABLE ANNUITY UNITS


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



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



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


ACCOUNT FEE


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


ANNUITY PAYMENT RATES


      The Contracts contain Annuity Payment Rates for each Annuity Option
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of: (a) the first monthly Variable Annuity payment based on the
assumed interest rate specified in the applicable Contract (at least 3% per
year, compounded annually); and (b) the monthly Fixed Annuity payment, when this
payment is


                                       31
<PAGE>

based on the minimum guaranteed interest rate specified in the Contract (at
least 3% per year, compounded annually). We may change these rates under Group
Contracts for Accounts established after the effective date of such change (See
"Other Contract Provisions -- Modification").



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


ANNUITY OPTIONS AS METHOD OF PAYMENT FOR DEATH BENEFIT

      You or your Beneficiary may also select one or more Annuity Options to be
used in the event of the Annuitant's death before the Income Phase, as described
under the "Death Benefit" section of this Prospectus. In that case, your
Beneficiary will be the Annuitant. The Annuity Commencement Date will be the
first day of the second month beginning after the Death Benefit Date.

                           OTHER CONTRACT PROVISIONS

EXERCISE OF CONTRACT RIGHTS

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

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

CHANGE OF OWNERSHIP

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

      The Owner of a Non-Qualified Contract may change the ownership of the
Contract prior to the Annuity Commencement Date; and each Participant, in like
manner, may change the ownership interest in a Contract. A change of ownership
will not be binding on us until we receive written notification. When we receive
such notification, the change will be effective as of the date on which the
request for change was signed by the Owner or Participant, as appropriate, but
the change will be without prejudice to us on account of any payment we make or
any action we take before receiving the change. If you change the Owner of a
Non-Qualified Contract, you will become immediately liable for the payment of
taxes on any gain realized under the Contract prior to the change of ownership,
including possible liability for a 10% federal excise tax.

                                       32
<PAGE>

VOTING OF FUND SHARES



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



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


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


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


PERIODIC REPORTS

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


      In addition, every person having voting rights will receive such reports
or prospectuses concerning the Variable Account and the Series Fund as may be
required by the Investment Company Act of


                                       33
<PAGE>

1940 and the Securities Act of 1933. We will also send such statements
reflecting transactions in your Account as may be required by applicable laws,
rules and regulations.


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

SUBSTITUTION OF SECURITIES


      Shares of any or all Funds may not always be available for investment
under the Contracts. We may add or delete Funds or other investment companies as
variable investment options under the Contracts. We may also substitute shares
of another Fund or shares of another registered open-end investment company or
unit investment trust for the shares held in any Sub-Account, provided that the
substitution has been approved, if required, by the SEC. In the event of any
substitution pursuant to this provision, we may make appropriate endorsement to
the Contract to reflect the substitution.


CHANGE IN OPERATION OF VARIABLE ACCOUNT


      At our election and subject to any necessary vote by persons having the
right to give instructions with respect to the voting of Series Fund shares held
by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the SEC.
In the event of any change in the operation of the Variable Account pursuant to
this provision, we may make appropriate endorsement to the Contract to reflect
the change and take such other action as may be necessary and appropriate to
effect the change.


SPLITTING UNITS

      We reserve the right to split or combine the value of Variable
Accumulation Units, Annuity Units or any of them. In effecting any such change
of unit values, strict equity will be preserved and no change will have a
material effect on the benefits or other provisions of the Contract.

MODIFICATION

      Upon notice to the Participant, in the case of an Individual Contract, and
the Owner and Participant(s), in the case of a Group Contract (or the Payee(s)
during the Income Phase), we may modify the Contract if such modification: (i)
is necessary to make the Contract or the Variable Account comply with any law or
regulation issued by a governmental agency to which the Company or the Variable
Account is subject; (ii) is necessary to assure continued qualification of the
Contract under the Internal Revenue Code or other federal or state laws relating
to retirement annuities or annuity contracts; (iii) is necessary to reflect a
change in the operation of the Variable Account or the Sub-Account(s) (See
"Change in Operation of Variable Account"); (iv) provides additional Variable
Account and/or fixed accumulation options; or (v) as may otherwise be in the
best interests of Owners, Participants, or Payees, as applicable. In the event
of any such modification, we may make appropriate endorsement in the Contract to
reflect such modification.

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

                                       34
<PAGE>
DISCONTINUANCE OF NEW PARTICIPANTS

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

RESERVATION OF RIGHTS

      We reserve the right, to the extent permitted by law, to: (1) combine any
2 or more variable accounts; (2) add or delete Funds, sub-series thereof or
other investment companies and corresponding Sub-Accounts; (3) add or remove
Guarantee Periods available at any time for election by a Participant; and
(4) restrict or eliminate any of the voting rights of Participants (or Owners)
or other persons who have voting rights as to the Variable Account. Where
required by law, we will obtain approval of changes from Participants or any
appropriate regulatory authority. In the event of any change pursuant to this
provision, we may make appropriate endorsement to the Contract to reflect the
change.

RIGHT TO RETURN


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


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

      -  all Purchase Payment Interest.

This means you receive any gain on Purchase Payment Interest and we bear any
loss. However, if applicable state law requires, we will return the full amount
of any Purchase Payment(s) we received. State law may also require us to give
you a longer "free look" period or allow you to return the Contract to your
sales representative.

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

                               TAX CONSIDERATIONS

      This section describes general federal income tax consequences based upon
our understanding of current federal tax laws. Actual federal tax consequences
may vary depending on, among other things, the type of retirement plan with
which you use the Contract and the site where your Contract was issued. Also,
legislation affecting the current tax treatment of annuity contracts could be
enacted in the future and could apply retroactively to Contracts that you
purchased before the date of enactment. We do not make any guarantee regarding
the federal, state, or local tax status of any Contract or any transaction
involving any Contract. You should consult a qualified tax professional for
advice before purchasing a Contract or executing any other transaction (such as
a rollover, distribution, withdrawal or payment) involving a Contract.

                                       35
<PAGE>
U.S. FEDERAL TAX CONSIDERATIONS

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

      DEDUCTIBILITY OF PURCHASE PAYMENTS

      For federal income tax purposes, Purchase Payments made under
Non-Qualified Contracts are not deductible.

      PRE-DISTRIBUTION TAXATION OF CONTRACTS

      Generally, an increase in the value of a Contract will not give rise to
tax, prior to distribution.

      However, corporate (or other non-natural person) Owners of, and
Participants under, a Non-Qualified Contract incur current tax, regardless of
distribution, on Contract value increases. Such current taxation does not apply,
though, to (i) immediate annuities, which the Internal Revenue Code (the "Code")
defines as a single premium contract with an annuity commencement date within
one year of the date of purchase, or (ii) any Contract that the non-natural
person holds as agent for a natural person (such as where a bank or other entity
holds a Contract as trustee under a trust agreement).

      You should note that qualified retirement investments generally provide
tax deferral regardless of whether the underlying contract is an annuity.

      DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED CONTRACTS

      The Account Value will include an amount attributable to Purchase
Payments, the return of which is not taxable, and an amount attributable to
investment earnings, the return of which is taxable at ordinary income rates.
The relative portions of a distribution that derive from nontaxable Purchase
Payments and taxable investment earnings depend upon the timing of the
distribution.

      If you withdraw less than your entire Account Value under a Non-Qualified
Contract before the Annuity Commencement Date, you must treat the withdrawal
first as a return of investment earnings. You may treat only withdrawals in
excess of the amount of the Account Value attributable to investment earnings as
a return of Purchase Payments. Account Value amounts assigned or pledged as
collateral for a loan will be treated as if withdrawn from the Contract.

      If a Payee receives annuity payments under a Non-Qualified Contract after
the Annuity Commencement Date, however, the Payee treats a portion of each
payment as a nontaxable return of Purchase Payments. In general, the nontaxable
portion of such a payment bears the same ratio to the total payment as the
Purchase Payments bear to the Payee's expected return under the Contract. The
remainder of the payment constitutes a taxable return of investment earnings.
Once the Payee has received nontaxable payments in an amount equal to total
Purchase Payments, all future distributions constitute fully taxable ordinary
income. If the Annuitant dies before the Payee recovers the full amount of
Purchase Payments, the Payee may deduct an amount equal to unrecovered Purchase
Payments.

      Upon the transfer of a Non-Qualified Contract by gift (other than to the
Participant's spouse), the Participant must treat an amount equal to the Account
Value minus the total amount paid for the Contract as income.

      A penalty tax of 10% may apply to taxable cash withdrawals and lump- sum
payments from Non-Qualified Contracts. This penalty will not apply in certain
circumstances, such as distributions pursuant to the death of the Participant or
distributions under an immediate annuity (as defined above), or after age
59 1/2.

                                       36
<PAGE>
      DISTRIBUTIONS AND WITHDRAWALS FROM QUALIFIED CONTRACTS

      Generally, distributions from a Qualified Contract will constitute fully
taxable ordinary income. Also, a 10% penalty tax will, except in certain
circumstances, apply to distributions prior to age 59 1/2.

      Distributions from a Qualified Contract are not subject to current
taxation or a 10% penalty, however, if:

      -  the distribution is a hardship distribution or part of a series of
         payments for life or for a specified period of 10 years or more (an
         "eligible rollover distribution"), and

      -  the Participant or Payee rolls over the distribution (with or without
         actually receiving the distribution) into a qualified retirement plan
         eligible to receive the rollover.

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

      WITHHOLDING

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

      INVESTMENT DIVERSIFICATION AND CONTROL

      The Treasury Department has issued regulations that prescribe investment
diversification requirements for mutual fund series underlying nonqualified
variable contracts. Contracts must comply with these regulations to qualify as
annuities for federal income tax purposes. Contracts that do not meet the
guidelines are subject to current taxation on annual increases in value. We
believe that each Fund complies with these regulations. The preamble to the
regulations states that the Internal Revenue Service may promulgate guidelines
under which an owner's excessive control over investments underlying the
contract will preclude the contract from qualifying as an annuity for federal
tax purposes. We cannot predict whether such guidelines, if in fact promulgated,
will be retroactive. We reserve the right to modify the Contract and/or the
Variable Account to the extent necessary to comply with any such guidelines, but
cannot assure that such modifications would satisfy any retroactive guidelines.

      TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT

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

      QUALIFIED RETIREMENT PLANS

      You may use Qualified Contracts with several types of qualified retirement
plans. Because tax consequences will vary with the type of qualified retirement
plan and the plan's specific terms and conditions, we provide below only brief,
general descriptions of the consequences that follow from using Qualified
Contracts in connection with various types of qualified retirement plans. We
stress that

                                       37
<PAGE>
the rights of any person to any benefits under these plans may be subject to the
terms and conditions of the plans themselves, regardless of the terms of the
Qualified Contracts that you are using. These terms and conditions may include
restrictions on, among other things, ownership, transferability, assignability,
contributions and distributions.

      PENSION AND PROFIT-SHARING PLANS

      Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of retirement plans for
employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most
differences between qualified retirement plans of corporations and those of
self-employed individuals. Self-employed persons may therefore use Qualified
Contracts as a funding vehicle for their retirement plans, as a general rule.

      TAX-SHELTERED ANNUITIES

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

      If the Contracts are to receive tax deferred treatment, cash withdrawals
of amounts attributable to salary reduction contributions (other than
withdrawals of accumulation account value as of December 31, 1988) may be made
only when the Participant attains age 59 1/2, separates from service with the
employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of
the Code). These restrictions apply to (i) any post-1988 salary reduction
contributions, (ii) any growth or interest on post-1988 salary reduction
contributions, and (iii) any growth or interest on pre-1989 salary reduction
contributions that occurs on or after January 1, 1989. It is permissible,
however, to withdraw post-1988 salary reduction contributions in cases of
financial hardship. While the Internal Revenue Service has not issued specific
rules defining financial hardship, we expect that to qualify for a hardship
distribution, the Participant must have an immediate and heavy bona fide
financial need and lack other resources reasonably available to satisfy the
need. Hardship withdrawals (as well as certain other premature withdrawals) will
be subject to a 10% tax penalty, in addition to any withdrawal charge applicable
under the Contracts. Under certain circumstances the 10% tax penalty will not
apply if the withdrawal is for medical expenses.

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

      INDIVIDUAL RETIREMENT ACCOUNTS

      Sections 219 and 408 of the Code permit eligible individuals to contribute
to an individual retirement program, including Simplified Employee Pension
Plans, Employer/Association of Employees Established Individual Retirement
Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to
limitations on contribution levels, the persons who may be eligible, and on the
time when distributions may commence. In addition, certain distributions from
some other types of retirement plans may be placed in an IRA on a tax-deferred
basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or
other agency may impose supplementary information requirements. We will provide
purchasers of the Contracts for such purposes with any necessary information.
You will have the right to revoke the Contract under certain circumstances, as
described in the section of this Prospectus entitled "Right to Return."

      ROTH IRAS

      Section 408A of the Code permits an individual to contribute to an
individual retirement program called a Roth IRA. Unlike contributions to a
traditional IRA under Section 408 of the Code,

                                       38
<PAGE>
contributions to a Roth IRA are not tax-deductible. Provided certain conditions
are satisfied, distributions are generally tax-free. Like traditional IRAs, Roth
IRAs are subject to limitations on contribution amounts and the timing of
distributions. If an individual converts a traditional IRA into a Roth IRA the
full amount of the IRA is included in taxable income. The Internal Revenue
Service and other agencies may impose special information requirements with
respect to Roth IRAs. If and when we make Contracts available for use with Roth
IRAs, we will provide any necessary information.

PUERTO RICO TAX CONSIDERATIONS

      Puerto Rico tax laws with respect to qualified retirement plans described
in this Prospectus vary significantly from those discussed above under "U.S.
Federal Tax Considerations." Although we currently offer the Contract in Puerto
Rico in connection with qualified retirement plans, the text of this Prospectus
under the heading "U.S. Federal Tax Considerations" dealing with such qualified
retirement plans is inapplicable to Puerto Rico and should be disregarded.


      The following discussion applies if your Contract is issued in Puerto
Rico:


      Under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as
amended (the "1994 Code"), the Contract offered by this Prospectus is considered
an annuity contract. The 1994 Code provides that no income tax is payable on
increases in value of accumulation shares of annuity units credited to a
variable annuity contract until payments are made to the annuitant or other
payee under such contract.

      If any annuity distributions are made under an annuity contract, the
annuitant or other payee will be required to include as gross income the portion
of each payment equal to 3% of the aggregate premiums or other consideration
paid for the annuity. The amount, if any, in excess of the included amount is
excluded from gross income. After an amount equal to the aggregate amount
excluded from gross income has been received, all of the annuity payments are
considered to be taxable income.

      In the event payment under a Contract is made in a lump sum, the amount of
the payment would be included in the gross income of the Annuitant or other
Payee to the extent of the Annuitant's aggregate premiums or other consideration
paid.

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

                        ADMINISTRATION OF THE CONTRACTS

      We perform certain administrative functions relating to the Contracts,
Participant Accounts, and the Variable Account. These functions include, but are
not limited to, maintaining the books and records of the Variable Account and
the Sub-Accounts; maintaining records of the name, address, taxpayer
identification number, Contract number, Participant Account number and type, the
status of each Participant Account and other pertinent information necessary to
the administration and operation of the Contracts; processing Applications,
Purchase Payments, transfers and full and partial withdrawals; issuing Contracts
and Certificates; administering annuity payments; furnishing accounting and
valuation services; reconciling and depositing cash receipts; providing
confirmations; providing toll-free customer service lines; and furnishing
telephonic transfer services.

                         DISTRIBUTION OF THE CONTRACTS

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

                                       39
<PAGE>
      Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.50% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 0.50% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation. We
reserve the right to offer these additional incentives only to certain
broker-dealers that sell or are expected to sell during specified time periods
certain minimum amounts of the Contracts or Certificates or other contracts
offered by the Company. Promotional incentives may change at any time.
Commissions may be waived or reduced in connection with certain transactions
described in this Prospectus under the heading "Waivers; Reduced Charges;
Credits; Bonus Guaranteed Interest Rates."

                            PERFORMANCE INFORMATION

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

      Average Annual Total Return measures the net income of the Sub-Account and
any realized or unrealized gains or losses of the Funds in which it invests,
over the period stated. Average Annual Total Return figures are annualized and
represent the average annual percentage change in the value of an investment in
a Sub-Account over that period. Standardized Average Annual Total Return
information covers the period since we started offering the Sub-Accounts under
the Futurity products or, if shorter, the life of the Sub-Account.
Non-standardized Average Annual Total Return covers the life of each Fund, which
may predate the Futurity products. Cumulative Growth Rate represents the
cumulative change in the value of an investment in the Sub-Account for the
period stated, and is arrived at by calculating the change in the Accumulation
Unit Value of a Sub-Account between the first and the last day of the period
being measured. The difference is expressed as a percentage of the Accumulation
Unit Value at the beginning of the base period. "Compound Growth Rate" is an
annualized measure, calculated by applying a formula that determines the level
of return which, if earned over the entire period, would produce the cumulative
return.


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



      The performance figures used by the Variable Account are based on the
actual historical performance of the Funds for the specified periods, and the
figures are not intended to indicate future performance. For periods before the
date the Contracts became available, we calculate the performance information
for the Sub-Accounts on a hypothetical basis. To do this, we reflect deductions
of the current Contract fees and charges from the historical performance of the
corresponding Fund.



      Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (7-day period for the Sun Capital Money
Market Sub-Account), expressed as a percentage of the value of the Sub-Account's
Accumulation Units. Yield is an annualized figure, which means that we assume
that the Sub-Account generates the same level of net income over a one-year
period and compound that income on a semi-annual basis. We calculate the
effective yield for the Money Market Sub-Account similarly, but include the
increase due to assumed compounding. The Money Market Sub-Account's effective
yield will be slightly higher than its yield as a result of its compounding
effect.


                                       40
<PAGE>
      The Variable Account may also from time to time compare its investment
performance to various unmanaged indices or other variable annuities and may
refer to certain rating and other organizations in its marketing materials. More
information on performance and our computations is set forth in the Statement of
Additional Information.

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

      We may also advertise endorsements from organizations, individuals or
other parties that recommend the Company or the Contracts. We may occasionally
include in advertisements (1) comparisons of currently taxable and tax deferred
investment programs, based on selected tax brackets; or (2) discussions of
alternative investment vehicles and general economic conditions.

                             AVAILABLE INFORMATION


      The Company and the Variable Account have filed with the SEC registration
statements under the Securities Act of 1933 relating to the Contract. This
Prospectus does not contain all of the information contained in the registration
statements and their exhibits. For further information regarding the Variable
Account, the Company and the Contract, please refer to the registration
statements and their exhibits.


      In addition, the Company is subject to the informational requirements of
the Securities Exchange Act of 1934. We file reports and other information with
the SEC to meet these requirements. You can inspect and copy this information
and our registration statements at the SEC's public reference facilities at the
following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago,
IL 60661; New York, New York -- 7 World Trade Center, 13th Floor, New York, NY
10048. The Washington, D.C. office will also provide copies by mail for a fee.
You may also find these materials on the SEC's website (http://www.sec.gov).

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

                                       41
<PAGE>

                    ADDITIONAL INFORMATION ABOUT THE COMPANY


GENERAL


      The Company is engaged in the sale of individual variable life insurance
and individual and group fixed and variable annuities. These contracts are sold
in both the tax-qualified and non-tax-qualified markets. These products are
distributed through individual insurance agents, insurance brokers and
broker-dealers.



      The following table sets forth premiums and deposits by major product
categories for each of the last 3 years. See the Notes to the Statutory
Financial Statements of the Company included in this Prospectus for industry
segment information.



<TABLE>
<CAPTION>
                                              1999         1998         1997
                                           ----------   ----------   ----------
                                                     (IN $ THOUSANDS)
<S>                                        <C>          <C>          <C>
Protection                                 $   16,509   $  155,907   $  204,671
Wealth Management                          $2,651,247   $2,194,895   $2,204,693
                                           ----------   ----------   ----------
                                           $2,667,756   $2,350,802   $2,409,364
                                           ==========   ==========   ==========
</TABLE>


SELECTED FINANCIAL DATA


      The following selected financial data for the Company should be read in
conjunction with the Statutory Financial Statements and the Notes thereto
included in this Prospectus beginning on page   .


<TABLE>
<CAPTION>
                                                 FOR THE YEARS ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                   1999          1998          1997          1996          1995
                                -----------   -----------   -----------   -----------   -----------
                                                         (IN $ THOUSANDS)
<S>                             <C>           <C>           <C>           <C>           <C>
Revenues
  Premiums, annuity deposits
    and other revenue           $ 2,869,250   $ 2,581,463   $ 2,623,629   $ 2,215,322   $ 1,883,901
  Net investment income and
    realized gains                  190,844       187,208       298,121       310,172       315,966
                                -----------   -----------   -----------   -----------   -----------
                                  3,060,094     2,768,671     2,921,750     2,525,494     2,199,867
                                -----------   -----------   -----------   -----------   -----------
Benefits and expenses
  Policyholder benefits           2,706,121     2,416,950     2,579,104     2,232,528     1,995,208
  Other expenses                    239,136       214,607       206,065       175,342       150,937
                                -----------   -----------   -----------   -----------   -----------
                                  2,945,257     2,631,557     2,785,169     2,407,870     2,146,145
                                -----------   -----------   -----------   -----------   -----------
Operating gain                      114,837       137,114       136,581       117,624        53,722
Federal income tax expense
  (benefit)                          24,479        11,713         7,339        (5,400)       17,807
                                -----------   -----------   -----------   -----------   -----------
Net income                      $    90,358   $   125,401   $   129,242   $   123,024   $    35,915
                                ===========   ===========   ===========   ===========   ===========
Assets                          $19,948,155   $16,902,621   $15,925,357   $13,621,952   $12,359,683
                                ===========   ===========   ===========   ===========   ===========
Surplus notes                   $   565,000   $   565,000   $   565,000   $   315,000   $   650,000
                                ===========   ===========   ===========   ===========   ===========
</TABLE>

See "Reinsurance," below, for the effect of the reinsurance agreements on 1999
net income.

See Note 1 to the Statutory Financial Statements for changes in accounting
principles and reporting.


See discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations."


                                       42
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

CAUTIONARY STATEMENT


      This Prospectus includes forward-looking statements by the Company under
the Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to such topics as future product sales,
volume growth, market share, market risk and financial goals. It is important to
understand that these forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those that the statements anticipate. These risks and uncertainties may concern,
among other things:


    - Heightened competition, particularly in terms of price, product features,
      and distribution capability, which could constrain the Company's growth
      and profitability.

    - Changes in interest rates and market conditions.

    - Regulatory and legislative developments.


    - Developments in consumer preferences and behavior patterns.


RESULTS OF OPERATIONS


     1999 COMPARED TO 1998:



     NET INCOME


      Net income decreased by $35.0 million to $90.4 million in 1999, reflecting
a decrease of $54.7 million in income from operations and an increase of
$19.7 million in net realized capital gains. (In the following discussion,
"income from operations" refers to the statutory statements of operations line
item, "net gain from operations after dividends to policyholders and federal
income tax and before realized capital gains.")

      Income from operations decreased from $125.0 million in 1998 to
$70.3 million in 1999, mainly as a result of the following factors:


    - A $32.3 million increase, to $63.7 million in 1999, in the income from
      operations from the Company's Wealth Management segment. (See "1999
      Compared to 1998 -- Wealth Management Segment," below.)



    - The effect of terminating certain reinsurance agreements with the
      Company's ultimate parent in 1998. The termination of these agreements was
      the predominant factor in the $94.2 million decrease in income from
      operations for the Company's Protection segment. (See "1999 Compared to
      1998 -- Protection Segment," below.)



    - An increase of $7.2 million in income from operations from the Corporate
      segment, mainly reflecting dividends from a subsidiary. (See "1999
      Compared to 1998 -- Corporate Segment," below.)


     INCOME FROM OPERATIONS BY SEGMENT


      The Company's income from operations reflects the operations of its 3
business segments: the Wealth Management segment, the Protection segment and the
Corporate segment.


                                       43
<PAGE>
      The following table provides a summary of income from operations by
segment, which is discussed more fully below.

                       INCOME FROM OPERATIONS BY SEGMENT*
                                ($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                             % CHANGE
                                                                                       ---------------------
                                                        1999       1998       1997     1999/1998   1998/1997
                                                      --------   --------   --------   ---------   ---------
    <S>                                               <C>        <C>        <C>        <C>         <C>
    Wealth Management                                   63.7       31.4       14.7       102.9%      113.6%
    Protection                                          (5.1)      89.1       18.0      (105.7)%     395.0%
    Corporate                                           11.7        4.5       69.8       160.0%      (93.6)%
                                                        ----      -----      -----      ------       -----
                                                        70.3      125.0      102.5       (43.8)%      22.0%
                                                        ====      =====      =====      ======       =====
</TABLE>

    * Before net realized capital gains

    WEALTH MANAGEMENT SEGMENT

      The Wealth Management segment focuses on the savings and retirement needs
of individuals preparing for retirement or who have already retired. It
primarily markets to upscale consumers in the U.S., selling individual and group
fixed and variable annuities. Its major product lines, "Regatta" and "Futurity,"
are combination fixed/variable annuities. In these combination annuities,
contract holders have the choice of allocating payments either to a fixed
account, which provides a guaranteed rate of return, or to variable accounts.
Withdrawals from the fixed account are subject to market value adjustment. In
the variable accounts, the contract holder can choose from a range of investment
options and styles. The return depends upon investment performance of the
options selected. Investment funds available under Regatta products are managed
by Massachusetts Financial Services Company ("MFS"), an affiliate of the
Company. Investment funds available under Futurity products are managed by
several investment managers, including MFS and Sun Capital Advisers, Inc., a
subsidiary of the Company.


      The Company distributes its annuity products through a variety of
channels. For the Regatta products, about half are sold through securities
brokers; a further one-fourth through financial institutions, and the remainder
through insurance agents and financial planners. The Futurity products,
introduced in February 1998, are primarily distributed through a dedicated
wholesaler network, including Sun Life of Canada (U.S.) Distributors, Inc., a
subsidiary of the Company.


      Although new pension products are not currently sold, there has been a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products.

      Following are the major factors affecting this segment's results in 1999
as compared to 1998.


- - Deposit-type funds, which primarily comprised annuity deposits, increased by
  $457.7 million, or 21%, to $2,598.3 million in 1999. Fixed annuity account
  deposits were higher by approximately $625 million in 1999, which management
  believes is mainly a result of the success of the Company's introduction,
  during the fourth quarter of 1998, of a higher Dollar Cost Averaging ("DCA")
  rate and a new 6-month DCA program. Under these programs, which were
  redesigned in late 1996, deposits are made into the fixed portion of the
  annuity contract and receive a bonus rate of interest for the policy year.
  During the year, the fixed deposit is systematically transferred to the
  variable portion of the contract in equal periodic installments. While fixed
  annuity account deposits increased, deposits directly into variable accounts
  declined by approximately 13% in 1999. The Company believes this decline was a
  consequence of the heightened interest in the DCA programs in 1999.



  Sales of the Futurity line of products, introduced in February 1998,
  represented approximately 9% of total annuity deposits in 1999. The Company
  expects that sales of the Futurity products will continue to increase in the
  future, based on management's beliefs that market demand is growing for multi-


                                       44
<PAGE>

  manager variable annuity products, such as Futurity; that the productivity of
  Futurity's wholesale distribution network, established in 1998, will continue
  to grow; and that the marketplace will respond favorably to introductions of
  new Futurity products and product enhancements.


- - Fee income increased as a result of higher variable annuity account balances.
  Fee income was higher by approximately $32 million in 1999. The factors
  driving this growth in account balances have been market appreciation and net
  deposit activity. This growth has generated corresponding increases in fee
  income, since fees are determined based on the average assets held in these
  accounts. Other income increased by approximately $5 million in 1999, mainly
  reflecting a reinsurance agreement entered into in July 1999 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 $3.4 million.

- - The net year-over-year change in aggregate reserves on policies and contracts
  for the Wealth Management segment had the effect of increasing income from
  operations for this segment. This change reflected lower reserves related to
  minimum guaranteed death benefit product features as well as a variety of
  other factors.


- - There has been a shift in demand to variable account products from general
  account products. As a consequence, there has been a decline in average
  general account invested assets and, in turn, net investment income has
  declined. Net investment income reflects only income earned on invested assets
  of the general account. In 1999, net investment income for the Wealth
  Management segment decreased by $44.0 million, to $114.0 million. This decline
  in average general account assets primarily reflects the Company's decision in
  1997 to no longer market group pension and GIC products and as a consequence,
  a declining block of in-force business as GICs mature and are surrendered.


- - Policyholder benefits (the major elements of which are surrenders and
  withdrawals, changes in the liability for premium and other deposit funds, and
  related separate account transfers) were higher by approximately $430 million
  in 1999, mainly as a result of higher variable annuity surrenders. The
  increase in variable annuity surrenders primarily related to a block of
  separate account contracts that had been issued seven or more years previously
  and for which the surrender charge periods had expired. The Company expects
  that as the separate account block of business continues to grow and as an
  increasing number of accounts are no longer subject to surrender charges,
  surrenders will tend to increase. The Company is implementing a conservation
  program with the aim of improving asset retention.

- - Operational expenses, which include general insurance expenses and insurance
  taxes, licenses and fees, excluding federal income taxes, increased by
  $5.4 million, or 9%, in 1999. This increase reflected costs associated with
  operations and technology improvements to support the growth of the Company's
  in-force business. Commissions of $153.6 million were higher by $17.7 million
  in 1999, mainly as a result of higher sales.

    PROTECTION SEGMENT


      The Protection Segment comprises two main elements, internal reinsurance
and variable life products.


    INTERNAL REINSURANCE


      In recent years, the Company has had various reinsurance agreements with
Sun Life (Canada). In some of these arrangements, Sun Life (Canada) has
reinsured the mortality risks of individual life policies sold in prior years by
the Company. These agreements, in the aggregate, had an immaterial effect on net
income in the years 1998 and 1999. Under another reinsurance agreement, which
became effective January 1, 1991 and terminated October 1, 1998, the Company
reinsured certain individual life insurance contracts issued by Sun Life
(Canada). This agreement had the effect of increasing income from operations by
$24.6 million in 1998. In addition, the effect of terminating this agreement was
to further increase 1998 net income by $65.7 million as the termination payment
was less than the


                                       45
<PAGE>

reserves held under the agreement. Because this agreement terminated in 1998, it
had no effect on income from operations in 1999.


    VARIABLE LIFE PRODUCTS

      The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997. The Company's
management expects that the Company's variable life business will grow and
become more significant in the future. In September 1999, the Company introduced
a new variable universal life product as part of the Futurity product portfolio.
Costs related to developing this product were primarily responsible for the
decrease of approximately $4 million in income from operations for this portion
of the Protection segment.

    CORPORATE SEGMENT


      The Corporate segment includes the capital of the Company, its investments
in subsidiaries and items not otherwise attributable to either the Wealth
Management segment or the Protection segment.


      In 1999, income from operations for this segment increased by
$7.2 million to $11.7 million. This increase reflected higher net investment
income, mainly from dividends of $19.3 million received during the 4th quarter
from a subsidiary, New London Trust, F.S.B. Partially offsetting this change in
net investment income were higher operational expenses and higher federal income
taxes attributable to this segment.

    1998 COMPARED TO 1997:


    NET INCOME


      Net income decreased by $3.8 million to $125.4 million in 1998, reflecting
an increase of $22.5 million in income from operations and a decrease of
$26.3 million in net realized capital gains.

      Income from operations increased from $102.5 million in 1997 to
$125.0 million in 1998, mainly as a result of the following factors:


- - A $16.7 million increase, to $31.4 million in 1998, in the income from
  operations from the Company's Wealth Management segment. (See "1998 Compared
  to 1997 -- Wealth Management Segment," below.)



- - The effect of terminating certain reinsurance agreements with Sun Life
  (Canada). The termination of these agreements was the predominant factor in
  the $71.1 million increase in income from operations for the Company's
  Protection segment.



- - The effects of the Company's December 1997 reorganization (described in
  "Corporate Segment," below), as a result of which MFS is no longer a
  subsidiary of the Company. As a result of this reorganization, dividends from
  subsidiaries were lower in 1998 than in 1997 and certain subsidiary tax
  benefits were no longer available to the Company. Also affecting income from
  operations for the Corporate segment in 1998 was that income earned on the
  proceeds of a December 1997 issuance of a $250 million surplus note was lower
  than the related interest expense.



  Net realized capital gains decreased from $26.7 million in 1997 to
  $0.4 million in 1998. This decrease was also due to the Company's December
  1997 reorganization which resulted in a realized capital gain of
  $21.2 million in 1997.


                                       46
<PAGE>
    INCOME FROM OPERATIONS BY SEGMENT

    WEALTH MANAGEMENT SEGMENT


      Following are the major factors affecting the Wealth Management segment's
results in 1998 as compared to 1997:


    - Annuity deposits declined by about $27 million, or 1%, to $2.2 billion in
     1998. Fixed annuity account deposits were lower by approximately 7% in
     1998, while deposits into variable annuity accounts increased in total and
     as a proportion of total annuity deposits. These trends reflected market
     conditions and competitive factors.


     Deposits into the DCA programs, a feature of the Company's combination
     fixed/variable annuity products, were a significant element of account
     deposits. Under these programs, which were redesigned in late 1996,
     deposits are made into the fixed portion of the annuity contract and
     receive a bonus rate of interest for the policy year. During the year, the
     fixed deposit is systematically transferred to the variable portion of the
     contract in equal periodic installments. DCA deposits overall were flat in
     1998 compared to 1997. This pattern resulted, in part, from heightened
     competition, as other companies introduced similar DCA programs within in
     1998. During the fourth quarter of 1998, the Company introduced a higher
     DCA rate and a new six-month DCA program. DCA deposits for that quarter
     were higher, compared to the preceding 1998 quarters.


     An increase in variable account deposits in 1998 reflected both the
     continuing strong growth in equity markets generally and the continuing
     strong performance of the investment funds underlying the Company's
     variable annuity products. The continuing strong equity markets, low
     interest rate environment, and demographic trends, among other factors,
     increased the demand and market for wealth accumulation products in the
     U.S., particularly for variable annuities. These factors contributed to the
     growth in the Company's variable account deposits in 1998, despite
     heightened competition.

     The Company introduced its Futurity line of products in February 1998.
     Related deposits represented about 6% of the total for the Wealth
     Management segment in 1998.

    - Fee income increased as a result of higher variable annuity account
      balances. The main factors driving this growth in account balances were
      market appreciation and net deposit activity. This growth generated
      corresponding increases in fee income, since fees are determined based on
      the average assets held in these accounts. Fee income increased by
      approximately $43 million, or 39%, in 1998.


    - Because there was a shift to variable accounts from the general account,
      net investment income declined. Net investment income reflects only income
      earned on invested assets of the general account. In 1998, net investment
      income for the Wealth Management segment decreased by about $40 million,
      or 20%, compared to 1997, mainly as a result of the decline in average
      invested assets in the Company's general account. This decline in average
      general account assets mainly reflected the shift in deposits in recent
      years from the fixed account to variable accounts. It also reflected the
      Company's decision in 1997 to no longer market group pension and GICs.



    - Policyholder benefits were lower, mainly reflecting lower surrender
      activity compared to 1997. During 1997 and into the first half of 1998,
      surrender and withdrawal activity had been high. This activity primarily
      related to a block of separate account contracts that had been issued 7 or
      more years previously and for which the surrender charge periods had
      expired. While variable account surrenders continued to rise, general
      account surrenders declined in 1998. As a result of this pattern of
      activity, policyholder benefits (of which surrenders and withdrawals, the
      related changes in the liability for premium and other deposit funds, and
      related separate account transfers are the major elements) increased in
      1997 and were lower in 1998.


                                       47
<PAGE>

    - As a result of investments in technology and infrastructure to enhance
      annuity operations, operational expenses increased by approximately $12
      million, or 25%, in 1998 compared to 1997. These increases reflected 3
      main factors:


       - Higher volumes of annuity business, requiring greater administrative
         support.

       - Improvements to the computer systems and technology that support the
         annuity business. These improvements involved information systems
         supporting the growth of the Company's in-force business, particularly
         its combination fixed/variable annuities.

       - Costs associated with the product design and implementation of the new
         Futurity multi-manager annuity product and the development of a new
         product within the Regatta product line.

    PROTECTION SEGMENT


      The reinsurance arrangements in which Sun Life (Canada) has reinsured the
mortality risks of individual life policies sold in prior years by the Company
had an immaterial effect, in the aggregate, on net income in 1997 and 1998.
Under another agreement, which became effective January 1, 1991 and terminated
October 1, 1998, the Company reinsured certain individual life insurance
contracts issued by Sun Life (Canada). This agreement had the effect of
increasing income from operations by $37.1 million in 1997. Income from
operations decreased to $24.6 million in 1998, because the agreement was in
place only through the first 9 months of 1998. In addition, the effect of
terminating this agreement was to further increase 1998 net income by $65.7
million. This termination-related increase in 1998 represented a reasonable
approximation of the value of the stream of future earnings that the agreement
would have generated had it remained in effect.


      The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997.

    CORPORATE SEGMENT


      In 1998, income from operations decreased by $65.3 million to
$4.5 million for the Corporate segment. This decrease reflected 2 main factors:



    - Dividends from subsidiaries were lower than in 1997 by $37.5 million. This
      decrease mainly resulted from a December 1997 reorganization, in which the
      Company transferred its ownership of MFS to its parent company, Sun Life
      of Canada (U.S.) Holdings, Inc. ("Sun Life (U.S.) Holdings.") As a result
      of this reorganization, the Company received no dividends from MFS in
      1998. By comparison, it received $33.1 million of MFS dividends in 1997.



    - Net investment income, other than dividends from subsidiaries, decreased
      by $5.9 million in 1998 over 1997, reflecting the effect of the Company's
      December 1997 issuance of a $250 million surplus note to Sun Life (U.S.)
      Holdings. Interest expense exceeded investment earnings on the related
      funds.



FINANCIAL CONDITION AND LIQUIDITY


    ASSETS


      The Company's total assets comprise those held in its general account and
those held in its separate accounts. General account assets support general
account liabilities. Separate accounts and their assets are of 2 main types:


    - Those assets held in a "fixed" separate account, which the Company
      established for amounts that contract holders allocate to the fixed
      portion of their combination fixed/variable deferred annuity contracts.
      Fixed separate account assets are available to fund general account
      liabilities and general account assets are available to fund the
      liabilities of this fixed separate account. The

                                       48
<PAGE>
      Company manages the assets of this fixed separate account according to
      general account investment policy guidelines.

    - Those assets held in a number of registered and non-registered "variable"
      separate accounts as investment vehicles for the Company's variable life
      and annuity contracts. Policyholders may choose from among various
      investment options offered under these contracts according to their
      individual needs and preferences. Policyholders assume the investment
      risks associated with these choices. General account and fixed separate
      account assets are not available to fund the liabilities of these variable
      accounts.

      The following table summarizes significant changes in asset balances
during 1999, 1998 and 1997. The changes are discussed below.

<TABLE>
<CAPTION>
                                                       ASSETS                       % CHANGE
                                            1999        1998        1997      1999/1998   1998/1997
                                          ---------   ---------   ---------   ---------   ---------
                                                   ($ IN MILLIONS)
<S>                                       <C>         <C>         <C>         <C>         <C>
General account assets..................  $ 2,377.1   $ 2,932.2   $ 4,513.5     (18.9)%     (35.0)%
Fixed separate account assets...........    2,080.7     2,195.6     2,343.9      (5.2)%      (6.3)%
                                          ---------   ---------   ---------     -----       -----
                                          $ 4,457.8   $ 5,127.8   $ 6,857.4     (13.1)%     (25.2)%

Variable separate account assets........   15,490.3    11,774.8     9,068.0      31.6%       29.9%
                                          ---------   ---------   ---------     -----       -----
Total assets............................  $19,948.1   $16,902.6   $15,925.4      18.0%        6.1%
                                          =========   =========   =========     =====       =====
</TABLE>


      General account and fixed separate account assets, taken together,
decreased by 13.2% in 1999; but variable separate account assets increased by
31.6%. In 1998, the combined general account and fixed separate account
decreased by 25.2%, while variable separate account assets increased by 29.9%.
This growth in variable accounts relative to the general and fixed accounts
reflects 2 main factors: (1) appreciation of the funds held in the variable
separate accounts has exceeded that of the funds held in the general and fixed
separate accounts; and (2) annuity deposits and exchanges into variable accounts
have increased, while annuity deposits into fixed accounts have slowed. The
Company believes this pattern has reflected a shift in the preferences of
policyholders, which is largely attributable to the strong performance of equity
markets in general and of the Company's variable account funds in particular.



      The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash and invested assets, which
represented essentially all of general account assets at year-end 1999. Major
types of invested asset holdings included bonds, mortgages, real estate and
common stock. The Company's bond holdings comprised 51.5% of the Company's
portfolio at year-end 1999. Bonds included both public and private issues. It is
the Company's policy to acquire only investment-grade securities. As a result,
the overall quality of the bond portfolio is high. At year-end 1999, only 0.5%
were rated below-investment-grade; i.e., they had National Association of
Insurance Commissioners ("NAIC") ratings lower than "1" or "2." The Company's
mortgage holdings amounted to $528.9 million at year-end 1999, representing
22.3% of the total portfolio. All mortgage holdings at year-end 1999 were in
good standing. The Company believes that the high quality of its mortgage
portfolio is largely attributable to its stringent underwriting standards. At
year-end 1999, investment real estate amounted to $79.2 million, representing
about 3.3% of the total portfolio. The Company invests in real estate to enhance
yields and, because of the long-term nature of these investments, the Company
uses them for purposes of matching with products having long-term liability
durations. Common stock holdings amounted to $75.3 million, representing about
3.2% of the portfolio. These holdings comprised the Company's ownership shares
in subsidiaries.


                                       49
<PAGE>
    LIABILITIES

      As with assets, the proportion of variable separate account liabilities to
total liabilities has been increasing. Most of the Company's liabilities
comprise reserves for life insurance and for annuity contracts and deposit
funds. The Company expects the declining trend in general account liabilities to
continue, because it believes that net maturities will continue to exceed sales
for the fixed contracts associated with these liabilities. This trend stems
mainly from the Company's 1997 decision to discontinue selling group pension and
GIC contracts and to focus its marketing efforts on its combination
fixed/variable annuity products.

CAPITAL MARKETS RISK MANAGEMENT

      See "Quantitative and Qualitative Disclosures About Market Risk," below,
for a discussion of the Company's capital markets risk management.


CAPITAL RESOURCES



    CAPITAL ADEQUACY


      The National Association of Insurance Commissioners ("NAIC") adopted
regulations at the end of 1993 that established minimum capitalization
requirements for insurance companies, based on risk-based capital ("RBC")
formulas. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies calculates capital requirements
related to asset, insurance, interest rate, and business risks. According to the
RBC calculation, the Company's capital was well in excess of its required
capital at year-end 1999.

    LIQUIDITY

      The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business
ventures; and to pay normal operating expenditures and taxes. The Company's main
sources of funds are premiums and deposits on insurance and annuity products;
proceeds from the sale of investments; income from investments; and repayments
of investment principal.

      In managing its general account and fixed separate account assets in
relation to its liabilities, the Company has segmented these assets by product
or by groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. Among other matters,
this investment policy considers liquidity requirements and provides cash flow
estimates. The Company reviews these policies quarterly.

      The Company's liquidity targets are intended to enable it to meet its
day-to-day cash requirements. On a quarterly basis, the Company compares its
total "liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade bonds. The Company's policy is to maintain a liquidity ratio in
excess of 100%, and it did so throughout 1999. Based on its ongoing liquidity
analyses, the Company believes that its available liquidity is more than
sufficient to meet its liquidity needs.

OTHER MATTERS

    DEMUTUALIZATION


      On January 27, 1998, Sun Life (Canada) announced that its Board of
Directors had requested that management develop a plan to demutualize.
Demutualization would involve converting from a mutual structure, with ownership
by policyholders, to a shareholder-owned company. It would provide that the
ownership interest currently held by policyholders be distributed to them in the
form of shares, without affecting their interests as policyholders. In
June 1999, the Sun Life (Canada)'s Board of


                                       50
<PAGE>

Directors approved the demutualization timetable recommended by management, and
on September 28, 1999, Sun Life (Canada)'s Board of Directors approved the
demutualization plan. On December 6, 1999, Sun Life (Canada) received approval
for its demutualization plan from the Michigan Commissioner of Insurance. At a
Special Meeting on December 15, 1999, eligible policyholders of Sun Life
(Canada) voted in favor of the Company's plans to demutualize. Sun Life (Canada)
completed its demutualization on March 22, 2000 and its Initial Public Offering
("IPO") on March 29, 2000. The demutualization of Sun Life (Canada) is not
expected to have any significant impact on the Company.



    SALE OF SUBSIDIARIES


      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 $34.0 million and the Company realized a post tax
gain of $4.9 million.


      On October 29, 1999, the Company completed the sale of its wholly-owned
subsidiary, New London Trust F.S.B. ("NLT"), for approximately $30.3 million to
an unaffiliated party. The Company realized a post-tax gain of $13.2 million
from this sale. This transaction is not expected to have a significant effect on
the ongoing operations of the Company.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


      This discussion covers market risks associated with investment portfolios
that support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than the
Company, assumes these market risks.

    GENERAL

      The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the Company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality. Each
quarter, investment and business unit managers review these policies to ensure
that the policies remain appropriate, taking into account each segment's
liability characteristics.


    TYPES OF MARKET RISKS


      The Company's stringent underwriting standards and practices have resulted
in high-quality portfolios and have the effect of limiting credit risk. It is
the Company's policy, for example, not to purchase below-investment-grade
securities. Also, as a matter of investment policy, the Company assumes no
foreign currency or commodity risk; nor does it assume equity price risk except
to the extent that it holds real estate in its portfolios. (At year-end 1999,
investment real estate holdings represented less than 4% of its total general
account portfolio.) The management of interest rate risk exposure is discussed
below.


    INTEREST RATE RISK MANAGEMENT


      The Company's fixed interest rate liabilities are primarily supported by
well-diversified portfolios of fixed interest investments. They are also
supported by holdings of real estate and floating rate notes. All of these fixed
interest investments are held for other than trading purposes and can include
publicly issued and privately placed bonds and commercial mortgage loans. Public
bonds can include Treasury bonds, corporate bonds, and money market instruments.
The Company's fixed income portfolios also hold securitized assets, including
mortgage-backed securities ("MBS") and asset-backed securities. These securities
are subject to the same standards applied to other portfolio investments,
including relative value criteria and diversification guidelines. In portfolios
backing interest-sensitive liabilities, the Company's policy is to limit MBS
holdings to less than 10% of total portfolio assets. In all portfolios, the
Company restricts MBS investments to pass-through securities issued by U.S.
government agencies

                                       51
<PAGE>
and to collateralized mortgage obligations, which are expected to exhibit
relatively low volatility. The Company does not engage in lever-aged
transactions and it does not invest in the more speculative forms of these
instruments such as the interest-only, principal-only, inverse floater, or
residual tranches.

      Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.

      Significant features of the Company's immunization models include:

    - an economic or market value basis for both assets and liabilities;

    - an option pricing methodology;

    - the use of effective duration and convexity to measure interest rate
      sensitivity;

    - the use of key rate durations to estimate interest rate exposure at
      different parts of the yield curve and to estimate the exposure to
      non-parallel shifts in the yield curve.

      The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments. The Company
manages these mismatches to a tolerance range of plus or minus 0.5.

      Asset strategies may include the use of Treasury futures or interest rate
swaps to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.

      Liabilities categorized as financial instruments and held in the Company's
general account at December 31, 1999 had a fair value of $1,024.6 million. Fixed
income investments supporting those liabilities had a fair value of $2,072.1
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets at December 31, 1999. The analysis
showed that if there were an immediate increase of 100 basis points in interest
rates, the fair value of the liabilities would show a net decrease of $30.6
million and the corresponding assets would show a net decrease of $80.5 million.

      By comparison, liabilities categorized as financial instruments and held
in the Company's general account at December 31, 1998 had a fair value of
$1,538.3 million. Fixed income investments supporting those liabilities had a
fair value of $2,710.1 million at that date. The Company performed a sensitivity
analysis on these interest-sensitive liabilities and assets at December 31,
1998. The analysis showed that if there were an immediate increase of 100 basis
points in interest rates, the fair value of the liabilities would show a net
decrease of $46.3 million and the corresponding assets would show a net decrease
of $113.2 million.

      The Company produced these estimates using computer models. Since these
models reflect assumptions about the future, they contain an element of
uncertainty. For example, the models contain assumptions about future
policyholder behavior and asset cash flows. Actual policyholder behavior and
asset cash flows could differ from what the models show. As a result, the
models' estimates of duration and market values may not reflect what actually
will occur. The models are further limited by the fact that they do not provide
for the possibility that management action could be taken to mitigate adverse
results. The Company believes that this limitation is one of conservatism; that
is, it will tend to cause

                                       52
<PAGE>
the models to produce estimates that are generally worse than one might actually
expect, all other things being equal.

      Based on its processes for analyzing and managing interest rate risk, the
Company believes its exposure to interest rate changes will not materially
affect its near-term financial position, results of operations, or cash flows.

REINSURANCE

      The Company has agreements with Sun Life (Canada) which provide that Sun
Life (Canada) 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
in 1999 had the effect of decreasing net income from operations by approximately
$1,527,000.


      Effective January 1, 1991, the Company entered into an agreement with Sun
Life (Canada) under which certain individual life insurance contracts issued by
Sun Life (Canada) were reinsured by the Company on a 90% coinsurance basis. Also
effective January 1, 1991 the Company entered into an agreement with Sun Life
(Canada) which provides that Sun Life (Canada) will reinsure the mortality risks
in excess of $500,000 per policy for the individual life insurance contracts
assumed by the Company in the reinsurance agreement described above. Such death
benefits are reinsured on a yearly renewable term basis. The life reinsurance
assumed agreement requires 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 for the year ended December 31, 1998.
The Company terminated these agreements effective October 1, 1998, resulting in
an increase in income from operations in 1998 of $65,679,000 which included a
cash settlement.


      The Company has also executed reinsurance agreements with unrelated
companies which provide reinsurance of certain individual life insurance
contracts on a modified coinsurance basis under which all deficiency reserves
are ceded. Reinsurance transactions under this agreement had the effect of
increasing income from operations by $193,000 in 1999.


      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.


RESERVES

      In accordance with the life insurance laws and regulations under which the
Company operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on its outstanding
contracts. Reserves are based on mortality tables in general use in the United
States and are computed to equal amounts that, with additions from premiums to
be received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities or in the event of an insured's death. In the accompanying
Financial Statements, these reserves are determined in accordance with statutory
regulations.

INVESTMENTS


      Of the Company's total assets of $19.9 billion at December 31, 1999, 88.1%
($17.6 billion) consisted of unitized and non-unitized separate account assets,
6.1% ($1.2 billion) was invested in bonds and similar securities, 2.7%
($528 million) was invested in mortgages, 0.4% ($75.3 million) was invested in
subsidiaries, 0.4% ($94.8 million) was invested in real estate, and the
remaining 2.3% ($456.1 million) was invested in cash and other assets.


                                       53
<PAGE>
COMPETITION

      The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
marketing insurance products. According to a 1999 statistical study published by
A.M. Best, the Company ranked 36th among North American life insurance companies
based upon total assets as of December 31, 1998.

EMPLOYEES

      The Company and Sun Life (Canada) have entered into a service agreement
which provides that the latter will furnish the Company, as required, with
personnel as well as certain services and facilities on a cost reimbursement
basis. As of March 31, 2000, the Company had    direct employees who are
employed at its Principal Executive Office in Wellesley Hills, Massachusetts and
at its Retirement Products and Services Division in Boston, Massachusetts.

PROPERTIES


      The Company occupies office space owned by it and leased to Sun Life
(Canada), and certain unrelated parties for lease terms not exceeding 5 years.
The Company also occupies office space which it leases from unaffiliated parties
for various lease terms.


STATE REGULATION

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

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

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


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


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

                                       54
<PAGE>

                               LEGAL PROCEEDINGS


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

                                  ACCOUNTANTS

      The financial statements of the Variable Account for the year ended
December 31, 1999 included in the Statement of Additional Information and the
statutory financial statements of the Company for the years ended December 31,
1999, 1998 and 1997 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                              FINANCIAL STATEMENTS

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


      The financial statements of the Variable Account for the year ended
December 31, 1999 are included in the Statement of Additional Information.


                                       55
<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.

                                       56
<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
                                                           ----------   ----------   ----------
</TABLE>

                  SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.

                                       57
<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 (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                            1999             1998             1997
                                                            ----             ----             ----
<S>                                                       <C>              <C>              <C>
  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.

                                       58
<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.

                                       59
<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.

                                       60
<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 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.

                                       61
<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)

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. 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.

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

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

2.  INVESTMENTS IN SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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

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

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.

                                       63
<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)

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>

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>

                                       64
<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

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>

<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>

                                       65
<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)


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>

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.

                                       66
<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 following table shows the geographical distribution of the mortgage loan
portfolio.

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

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

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

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

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>

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

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


6.  INVESTMENT GAINS AND LOSSES (CONTINUED)

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.

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.

                                       68
<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.

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.

                                       69
<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

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.

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.

                                       70
<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 Company is contingently liable for the portion of the policies reinsured
under each of its existing reinsurance agreements in the event the reinsurance
companies are unable to pay their portion of any reinsured claim. Management
believes that any liability from this contingency is unlikely. However, to limit
the possibility of such losses, the Company evaluates the financial condition of
its reinsurers and monitors concentration of credit risk.

11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES

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

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

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

12. SEGMENT INFORMATION

The Company offers financial products and services such as fixed and variable
annuities, retirement plan services and life insurance on an individual 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
<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>
                                                                                    FEDERAL
                                              TOTAL          TOTAL        PRETAX     INCOME       TOTAL
                                             REVENUES    EXPENDITURES*    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.

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.

                                       72
<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 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.

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>

                                       73
<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>

                                       74
<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.

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.

                                       75
<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

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.

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.

                                       76
<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) (CONTINUED)

The Company expensed $43,266,000, $44,903,000, and $42,481,000 for interest on
surplus notes and notes payable for the years ended December 31, 1999, 1998 and
1997, respectively.

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

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

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

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

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

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

B.  STOCKHOLDER DIVIDENDS

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

                                       77
<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


18. RISK-BASED CAPITAL (CONTINUED)

practices, taking into account the risk characteristics of its investments and
products. The Company has met the minimum risk-based capital requirements at
December 31, 1999, 1998 and 1997.

19. COMMITMENTS AND CONTINGENT LIABILITIES

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


                                       78
<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.

Deloitte & Touche


Boston, Massachusetts
February 10, 2000


                                       79
<PAGE>
            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<S>                                                           <C>
Calculation of Performance Data.............................
Tax Deferred Accumulation...................................
Advertising and Sales Literature............................
Calculations................................................
  Example of Variable Accumulation Unit Value Calculation...
  Example of Variable Annuity Unit Calculation..............
  Example of Variable Annuity Payment Calculation...........
Distribution of the Contracts...............................
Designation and Change of Beneficiary.......................
Custodian...................................................
Financial Statements........................................
</TABLE>

                                       80
<PAGE>

      This Prospectus sets forth information about the Contract and the Variable
Account that a prospective purchaser should know before investing. Additional
information about the Contract and the Variable Account has been filed with the
Securities and Exchange Commission in a Statement of Additional Information
dated April 10, 2000 which is incorporated herein by reference. The Statement of
Additional Information is available upon request and without charge from Sun
Life Assurance Company of Canada (U.S.). To receive a copy, return this request
form to the address shown below or telephone (800) 752-7215.


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

<TABLE>
<S>     <C>
To:     Sun Life Assurance Company of Canada (U.S.)
        c/o Retirement Products and Services
        P.O. Box 1024
        Boston, Massachusetts 02103

        Please send me a Statement of Additional Information for
        MFS Regatta Extra Variable and Fixed Annuity
        Sun Life of Canada (U.S.) Variable Account F.
</TABLE>

<TABLE>
<S>          <C>
Name         ------------------------------------------------------------

Address      ------------------------------------------------------------

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

<TABLE>
<S>   <C>                                <C>    <C>                  <C>  <C>       <C>
City  --------------------------------   State  --------------       Zip  -------
</TABLE>

<TABLE>
<S>        <C>
Telephone  ------------------------------------------------------------
</TABLE>

                                       81
<PAGE>
                                   APPENDIX A
                                    GLOSSARY

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

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

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


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


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

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

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


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


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

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

       *BENEFICIARY: Prior to the Annuity Commencement Date, the person or
entity having the right to receive the death benefit and, for Non-Qualified
Contracts, who, in the event of the Participant's death, is the "designated
beneficiary" for purposes of Section 72(s) of the Internal Revenue Code. After
the Annuity Commencement Date, the person or entity having the right to receive
any payments due under the Annuity Option elected, if applicable, upon the death
of the Payee.

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

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

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

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

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

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

                                       82
<PAGE>
       DEATH BENEFIT DATE: If you have elected a death benefit payment option
before the Annuitant's death that remains in effect, the date on which we
receive Due Proof of Death. If your Beneficiary elects the death benefit payment
option, the later of (a) the date on which we receive the Beneficiary's election
and (b) the date on which we receive Due Proof of Death. If we do not receive
the Beneficiary's election within 60 days after we receive Due Proof of Death,
the Death Benefit Date will be the last day of the 60 day period and we will pay
the death benefit in one lump sum.

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

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

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

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

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


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


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

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

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

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

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

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

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

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

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

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

       *PARTICIPANT: In the case of an Individual Contract, the owner of the
Contract. In the case of a Group Contract, the person named in the Contract who
is entitled to exercise all rights and privileges

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

                                       83
<PAGE>

of ownership under the Contract, except as reserved by the Owner. If there are 2
Participants, the death benefit is paid upon the death of either Participant.


       PAYEE: A recipient of payments under a Contract. The term includes an
Annuitant or a Beneficiary who becomes entitled to benefits upon the death of
the Participant, or on the Annuity Commencement Date.

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

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

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

       RENEWAL DATE: The last day of a Guarantee Period.


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


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

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

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

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

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

                                       84
<PAGE>
                                   APPENDIX B
        WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT

PART 1: VARIABLE ACCOUNT (THE MARKET VALUE ADJUSTMENT DOES NOT APPLY TO THE
VARIABLE ACCOUNT)

WITHDRAWAL CHARGE CALCULATION:
FULL WITHDRAWAL:

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

<TABLE>
<CAPTION>
                                                                                   PAYMENT
                            HYPOTHETICAL               CUMULATIVE      FREE      SUBJECT TO     WITHDRAWAL     WITHDRAWAL
               ACCOUNT        ACCOUNT       ANNUAL       ANNUAL     WITHDRAWAL   WITHDRAWAL       CHARGE         CHARGE
                YEAR           VALUE       EARNINGS     EARNINGS      AMOUNT       CHARGE       PERCENTAGE       AMOUNT
           ---------------  ------------  -----------  -----------  -----------  -----------  ---------------  -----------
<S>        <C>              <C>           <C>          <C>          <C>          <C>          <C>              <C>
      (a)             1      $   41,000    $   1,000    $   1,000    $   4,000    $  36,000          8.00%      $   2,880
                      2      $   45,100    $   4,100    $   5,100    $   4,000    $  36,000          8.00%      $   2,880
                      3      $   49,600    $   4,500    $   9,600    $   4,100    $  35,900          7.00%      $   2,513
      (b)             4      $   52,100    $   2,500    $  12,100    $   4,500    $  35,500          7.00%      $   2,485
                      5      $   57,300    $   5,200    $  17,300    $   4,000    $  36,000          6.00%      $   2,160
                      6      $   63,000    $   5,700    $  23,000    $   5,200    $  34,800          5.00%      $   1,740
                      7      $   66,200    $   3,200    $  26,200    $   5,700    $  34,300          4.00%      $   1,372
      (c)             8      $   72,800    $   6,600    $  32,800    $   4,000    $       0          0.00%      $       0
</TABLE>


(a) The free withdrawal amount in any year is equal to the amount of any
     Purchase Payments made prior to the last 7 Account Years ("Old Payments")
     that were not previously withdrawn plus the greater of (1) the Contract's
     earnings during the prior Account Year, and (2) 10% of any Purchase
     Payments made in the last 7 Account Years ("New Payments"). In Account Year
     1, the free withdrawal amount is $4,000, which equals 10% of the Purchase
     Payment of $40,000. On a full withdrawal of $41,000, the amount subject to
     a withdrawal charge is $36,000, which equals the New Payments of $40,000
     minus the free withdrawal amount of $4,000.


(b) In Account Year 4, the free withdrawal amount is $4,500, which equals the
     prior Account Year's earnings. On a full withdrawal of $52,100, the amount
     subject to a withdrawal charge is $35,500.

(c) In Account Year 8, the free withdrawal amount is $4,000, which equals 10% of
     the Purchase Payment of $40,000. On a full withdrawal of $72,800, the
     amount subject to a withdrawal charge is $0, since equals the New Payments
     equal $0.

PARTIAL WITHDRAWAL


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

<TABLE>
<CAPTION>
                                                                                  REMAINING
                            HYPOTHETICAL                                            FREE       AMOUNT OF
                              ACCOUNT                                            WITHDRAWAL   WITHDRAWAL
                               VALUE                                               AMOUNT     SUBJECT TO     WITHDRAWAL
               ACCOUNT         BEFORE                  CUMULATIVE    AMOUNT OF     BEFORE     WITHDRAWAL       CHARGE
                YEAR         WITHDRAWAL    EARNINGS     EARNINGS    WITHDRAWAL   WITHDRAWAL     CHARGE       PERCENTAGE
           ---------------  ------------  -----------  -----------  -----------  -----------  -----------  ---------------
<S>        <C>              <C>           <C>          <C>          <C>          <C>          <C>          <C>
                      1      $   41,000    $   1,000    $   1,000    $       0    $   4,000    $       0          8.00%
                      2      $   45,100    $   4,100    $   5,100    $       0    $   4,000    $       0          8.00%
                      3      $   49,600    $   4,500    $   9,600    $       0    $   4,100    $       0          7.00%
      (a)             4      $   50,100    $     500    $  10,100    $   4,100    $   4,500    $       0          7.00%
      (b)             4      $   46,800    $     800    $  10,900    $   9,000    $     400    $   8,600          7.00%
      (c)             4      $   38,400    $     600    $  11,500    $  12,000    $       0    $  12,000          7.00%
      (d)             4      $   26,800    $     400    $  11,900    $  20,000    $       0    $  14,900          7.00%

<CAPTION>

           WITHDRAWAL
             CHARGE
             AMOUNT
           -----------
<S>        <C>
            $       0
            $       0
            $       0
      (a)   $       0
      (b)   $     602
      (c)   $     840
      (d)   $   1,043
</TABLE>

                                       85
<PAGE>
(a) In Account Year 4, the free withdrawal amount is $4,500, which equals the
     prior Account Year's earnings. The partial withdrawal amount of $4,100 is
     less than the free withdrawal amount, so there is no withdrawal charge.

(b) Since a partial withdrawal of $4,100 was taken, the remaining free
     withdrawal amount in Account Year 4 is $4,500 - $4,000 = $400. Therefore,
     $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and
     $8,600 is subject to a withdrawal charge.

(c) Since the total of the two prior Account Year 4 partial withdrawals
     ($13,100) is greater than the free withdrawal amount of $4,500, there is no
     remaining free withdrawal amount. The entire withdrawal amount of $12,000
     is subject to a withdrawal charge.

(d) Since the total of the three prior Account Year 4 partial withdrawals
     ($25,100) is greater than the free withdrawal amount of $4,500, there is no
     remaining free withdrawal amount. Since the total amount of New Purchase
     Payments was $40,000 and $25,100 of New Payments has already been assessed
     a surrender charge, only $14,900 of this $20,000 withdrawal comes from
     liquidating Purchase Payments. The remaining $5,100 of this withdrawal
     comes from liquidating earnings and is not subject to a withdrawal charge.

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

PART 2 -- FIXED ACCOUNT -- EXAMPLES OF THE MARKET VALUE ADJUSTMENT ("MVA")

       The MVA Factor is:

<TABLE>
                    <C> <C>        <S> <C>  <C>
                                       N/12
                          1 + I
                      ( ---------- )        - 1
                        1 + J + b
</TABLE>

       These examples assume the following:


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



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


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

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

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

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

EXAMPLE OF A NEGATIVE MVA:

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

<TABLE>
    <C>              <C> <S> <C>        <C> <C>   <C>
                                            N/12
                               1 + I
    The MVA factor =     (   ---------- )         - 1
                             1 + J + b
</TABLE>

<TABLE>
    <C>              <C> <S> <C>             <C> <C>   <C>
                                                 24/12
                                 1 + .06
                   =     (      --------     )         - 1
                                 1 + .08

                             2
                   =     (.981) - 1

                   =     .963 - 1

                   =  -  .037
</TABLE>

                                       86
<PAGE>
       The value of the Guarantee Amount less interest credited to the Guarantee
Amount in the current Account Year is multiplied by the MVA factor to determine
the MVA:

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

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

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

EXAMPLE OF A POSITIVE MVA:

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

<TABLE>
    <C>              <C> <S> <C>        <C> <C>   <C>
                                            N/12
                               1 + I
    The MVA factor =     (   ---------- )         -1
                             1 + J + b
</TABLE>

<TABLE>
    <C>              <C> <S> <C>             <C> <C>   <C>
                                                 24/12
                                 1 + .06
                   =     (      --------     )         -1
                                 1 + .05

                                             2
                   =                 (1.010)     -1

                   =     1.019 -1

                   =     .019
</TABLE>

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

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

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

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

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

                                       87
<PAGE>
                                   APPENDIX C
                       CALCULATION OF BASIC DEATH BENEFIT

EXAMPLE 1:

       Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts, that no Withdrawals
are made and that the Account Value on the Death Benefit Date is $80,000.00. The
calculation of the Death Benefit to be paid is as follows:

<TABLE>
<CAPTION>
The Basic Death Benefit is the greatest of:
<S>                                                       <C>        <C>
          Account Value                                       =              $    80,000.00
          Cash Surrender Value                                =              $    74,400.00
          Purchase Payments                                   =              $   100,000.00
The Basic Death Benefit would therefore be:                                  $   100,000.00
</TABLE>

EXAMPLE 2:

       Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts and that the Account
Value is $80,000.00 just prior to a $20,000.00 withdrawal. The Account Value on
the Death Benefit Date is $60,000.00.

<TABLE>
<S>                                                       <C>        <C>
The Basic Death Benefit is the greatest of:
          Account Value                                       =                  $60,000.00
          Cash Surrender Value                                =                  $55,200.00
          Adjusted Purchase Payments*                         =                  $75,000.00
The Basic Death Benefit would therefore be:                                      $75,000.00

*Adjusted Purchase Payments can be calculated as follows:
Payments X (Account Value after withdrawal / Account Value before withdrawal)
$100,000.00 X ($60,000.00/$80,000.00)
</TABLE>

                                       88
<PAGE>
                                   APPENDIX D
           CALCULATION OF EARNINGS ENHANCEMENT OPTIONAL DEATH BENEFIT

EXAMPLE 1:

       Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested into the Variable Sub-Accounts, no withdrawals are
made and the Account Value on the Death Benefit Date is $150,000.00. In
addition, this Contract was issued prior to the owner's 70th birthday. The
calculation of the Basic Death Benefit to be paid is as follows:

<TABLE>
<CAPTION>
The Basic Death Benefit is the greatest of:
<S>                                                              <C>        <C>
          Account Value                                              =      $                   150,000.00
          Cash Surrender Value                                       =      $                    72,800.00
          Adjusted Purchase Payments                                 =      $                   100,000.00
The Basic Death Benefit would therefore be:                                 $                   150,000.00

The rider benefit can be calculated as follows:
The lesser of:
          Adjusted Purchase payments                                 =      $                   100,000.00
          Account Value - adjusted Purchase Payments                        $                    50,000.00
Amount to use to determine rider benefit:                                   $                    50,000.00
The amount to be paid on the rider benefit                           =      $                    50,000.00 X 40% = $20,000.00
</TABLE>

       The total Death Benefit would be the Basic Benefit plus the Optional
Death Benefit Rider a Purchase Payment of $60,000.00 is made on the Contract
Date and an additional Purchase Payment of $40,000.00 is made one year later.
Assume that all of the money is invested into the Variable Sub-Accounts, no
withdrawals are made and the Account Value on the Death Benefit Date is
$150,000.00. In addition, this Contract was issued prior to the owner's 70th
birthday. The calculation of the Basic Death Benefit to be paid is as follows:

<TABLE>
<S>                                                                             <C>
The total Death Benefit would be the Basic Benefit plus the Optional.
$150,000.00 + $20,000.00 = $170,000.00
</TABLE>

EXAMPLE 2:

       Assume a Purchase Payment of $60,000.00 is made on the Contract Date and
an additional Purchase Payment of $40,000.00 is made one year later. Assume that
all of the money is invested in the Variable Sub-Accounts and that the Account
Value is $150,000.00 just prior to a $20,000.00 withdrawal. The Account Value on
the Death Benefit Date is $130,000.00.

<TABLE>
<S>                                                              <C>        <C>
The Basic Death Benefit is the greatest of:
          Account Value                                              =      $                   130,000.00
          Cash Surrender Value                                       =      $                   123,600.00
          Adjusted Purchase Payments*                                =      $                    86,666.67
The Basic Death Benefit would therefore be:                                 $                   130,000.00

*Adjusted Purchase Payments can be calculated as follows:
Payments X (Account Value after withdrawal / Account Value before withdrawal)
$100,000.00 X ($130,000.00/$150,000.00)

The rider benefit can be calculated as follows:
The lesser of:
          Adjusted Purchase payments                                 =      $                    86,666.67
          Account Value - adjusted Purchase Payments                        $                    43,333.33
Amount to use to determine rider benefit:                                   $                    43,333.33
The amount to be paid on the rider benefit                           =      $                    43,333.33 X 40% = $17,333.33
</TABLE>

       The total Death Benefit would be the amount paid on the Basic Death
Benefit plus the amount paid on the Earnings Enhancement Optional Death Benefit
Rider: $130,000.00 + $17,333.33 = $147,333.33

                                       89
<PAGE>
                                   APPENDIX E

CALCULATION OF DEATH BENEFIT WHEN ALL THREE DEATH BENEFITS RIDERS ARE SELECTED

       Assume a Purchase Payment of $100,000.00 is made on the Contract Date, no
additional Purchase Payments or withdrawals are made and all of the money is
invested in the Variable Sub-Accounts. In addition, on the Death Benefit Date
the Account Value is $150,000.00, the value of the Purchase Payment accumulated
at 5% until the Death Benefit Date is $160,000.00 and that the Maximum Account
Anniversary Value is $170,000.00. The calculation of the death benefit to be
paid is as follows:

<TABLE>
<S>                                                                 <C>        <C>
 The Death Benefit Amount will be the greatest of:
          Account Value                                                 =        $   150,000.00
          Cash Surrender Value                                          =        $   142,800.00
          Total of adjusted Purchase Payments                           =        $   100,000.00
          5% Premium Roll-Up Rider                                      =        $   160,000.00
          Maximum Account Anniversary Value Rider                       =        $   170,000.00
 The Death Benefit Amount would therefore be:                                    $   170,000.00

~ plus ~

 The Earnings Enhancement Rider benefit is calculated as follows:
 The lesser of:
          Adjusted Purchase payments                                    =        $   100,000.00
          Account Value - adjusted Purchase Payments                             $    50,000.00
 Amount to use to determine this rider benefit:                                  $    50,000.00
 The amount to be paid on the rider benefit                             =        $    50,000.00 X 40% = $20,000.00
</TABLE>

       The total Death Benefit would be the amount paid on the Maximum Account
Anniversary Rider plus the amount paid on the Earnings Enhancement Rider:
$170,000.00 + $20,000.00 = $190,000.00

                                       90
<PAGE>
                                   APPENDIX F

            CALCULATION FOR PURCHASE PAYMENT INTEREST (BONUS CREDIT)

EXAMPLE 1:

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


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



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



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



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


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

EXAMPLE 2: OPTION B WITH NO WITHDRAWALS


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


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

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


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


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

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


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



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


<TABLE>
<S>                                                        <C>        <C>
Total Net Purchase Payments of $530,000.00 X 5%                =      $  26,500.00
Total Purchase Payment Interest received                       =      $  24,700.00
                                                                      ------------
First Account Anniversary Adjustment                           =      $   1,800.00
</TABLE>

                                       91
<PAGE>
EXAMPLE 3: OPTION B WITH A WITHDRAWAL


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


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

<TABLE>
<S>                                                        <C>
Your initial Payment of $50,000.00 received 3%
Your second Payment of $80,000.00 received 4%
Your third Payment of $400,000.00 received the 5%
</TABLE>


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


<TABLE>
<S>                                                <C>        <C>
$50,000.00 X 2%                                    =          $ 1,000.00
$80,000.00 - $20,000.00 = $60,000.00 X 1%          =          $   600.00
Total credit due                                   =          $ 1,600.00
</TABLE>

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

                                       92
<PAGE>


<TABLE>
<S>                                     <C>
                                        SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                                        C/O RETIREMENT PRODUCTS AND SERVICES
                                        P.O. BOX 1024
                                        BOSTON, MASSACHUSETTS 02103

                                        TELEPHONE:
                                        Toll Free (800) 752-7215

                                        GENERAL DISTRIBUTOR
                                        Clarendon Insurance Agency, Inc.
                                        One Sun Life Executive Park
                                        Wellesley Hills, Massachusetts 02481

                                        AUDITORS

                                        Deloitte & Touche LLP
                                        200 Berkeley Street
                                        Boston, Massachusetts 02116
</TABLE>

<PAGE>


                                       PART B
                       INFORMATION REQUIRED IN A STATEMENT OF
                               ADDITIONAL INFORMATION

     Attached hereto and made a part hereof is the Statement of Additional
Information dated April 10, 2000 for:


                Futurity Accolade Variable and Fixed Annuity

                MFS Regatta Extra Variable Fixed Annuity

<PAGE>


                                                                APRIL 10, 2000


                                 FUTURITY ACCOLADE

                             VARIABLE AND FIXED ANNUITY

                        STATEMENT OF ADDITIONAL INFORMATION

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

                                 TABLE OF CONTENTS


Calculation of Performance Data ............................................. 2
Tax Deferred Accumulation.................................................... 9
Advertising and Sales Literature ............................................10
Calculations ................................................................13
     Example of Variable Accumulation Unit Value Calculation.................13
     Example of Variable Annuity Unit Calculation ...........................13
     Example of Variable Annuity Payment Calculation ........................13
Distribution of the Contracts ...............................................13
Designation and Change of Beneficiary .......................................14
Custodian ...................................................................14
Financial Statements ........................................................14



          The Statement of Additional Information sets forth information
which may be of interest to prospective purchasers of Futurity Accolade
Variable and Fixed Annuity Contracts (the "Contracts") issued by Sun Life
Assurance Company of Canada (U.S.) (the "Company") in connection with Sun
Life of Canada (U.S.) Variable Account F (the "Variable Account") which is
not included in the Prospectus dated April 10, 2000.  This Statement of
Additional Information should be read in conjunction with the Prospectus, a
copy of which may be obtained without charge by writing to the Company at Sun
Life Assurance Company of Canada (U.S.), Retirement Products and Services,
P.O. Box 9133, Boston, Massachusetts 02117, or by telephoning (888) 786-2435.


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


- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.

<PAGE>

                                         -2-

                          CALCULATION OF PERFORMANCE DATA
                            AVERAGE ANNUAL TOTAL RETURN:

                     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

          The tables below shows, for various Sub-Accounts of the Variable
Account, the Average Annual Total Return, at the various rates under the
Contract and for the stated periods (or shorter period indicated in the note
below), based upon a hypothetical initial Purchase Payment of $1,000,
calculated in accordance with the formula set out after the table. For
purposes of determining the investment results in this table, the actual
investment performance of each Fund is reflected from the date the Fund
commenced operations ("Inception"), although the Contracts have been offered
only since September, 1999. No information is shown for the Funds that have
not commenced operations or that have been in operation for less than one
year.






                      STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
                           PERIOD ENDING DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                         10 YEAR          FUND
                                                              1 YEAR   3 YEAR   5 YEAR     OR           INCEPTION
1.45% M&E:                                                    PERIOD   PERIOD   PERIOD   LIFE(1)          DATE
- ----------                                                    ------   ------   ------   -------   -------------------
<S>                                                           <C>      <C>      <C>      <C>       <C>
AIM V.I. Capital Appreciation Fund                            34.33%        -        -    25.12%           May 5, 1993
AIM V.I. Growth Fund                                          25.08%        -        -    27.78%           May 5, 1993
AIM V.I. Growth and Income Fund                               24.08%        -        -    21.39%           May 2, 1994
AIM V.I. International Equity Fund                            44.66%        -        -    28.36%           May 5, 1993
Alger American Growth Portfolio                               23.61%        -        -    29.60%       January 1, 1989
Alger American Income and Growth Portfolio                    32.19%        -        -    29.38%     November 15, 1988
Alger American Small Capitalization Portfolio                 33.15%        -        -    20.11%    September 21, 1988
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund              25.26%        -        -    19.61%     February 13, 1998
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund               7.64%        -        -    (2.36%)    February 13, 1998
Goldman Sachs VIT CORE-SM- U.S. Equity Fund                   14.31%        -        -    15.04%     February 13, 1998
Goldman Sachs VIT Growth and Income Fund                      (3.81%)       -        -    (6.20%)     January 12, 1998
Goldman Sachs VIT International Equity Fund                   21.75%        -        -    14.70%      January 12, 1998
J.P. Morgan International Opportunities Portfolio (2)         26.49%        -        -     8.71%       January 3, 1995
J.P. Morgan Small Company Portfolio (2)                       34.11%        -        -     5.71%       January 3, 1995
J.P. Morgan U.S. Disciplined Equity Portfolio (2)              8.63%        -        -     9.80%       January 3, 1995
Lord Abbett Growth and Income Portfolio                        6.85%        -        -     4.15%      December 1, 1989
MFS/Sun Life Capital Appreciation Series                      22.26%        -    25.34%   16.88%         June 12, 1985
MFS/Sun Life Emerging Growth Series                           65.02%        -        -    33.84%           May 1, 1995
MFS/Sun Life Government Securities Series                    (10.44%)       -     4.05%    5.42%         June 12, 1985
MFS/Sun Life High Yield Series                                (2.37%)       -     7.23%    8.66%         June 12, 1985
MFS/Sun Life Massachusetts Investors Growth Series            25.61%        -        -    28.54%           May 1, 1998
MFS/Sun Life Massachusetts Investors Trust                    (2.21%)       -    22.26%   15.50%      December 5, 1986
MFS/Sun Life New Discovery Series                             49.68%        -        -    31.62%           May 5, 1998
MFS/Sun Life Total Return Series                              (6.16%)       -    12.61%   10.02%          May 16, 1988
MFS/Sun Life Utilities Series                                 21.32%        -    24.30%   18.26%     November 16, 1993
OCC Equity Portfolio (3)                                      (6.41%)       -        -    (0.76%)       August 1, 1988
OCC Managed Portfolio (3)                                     (4.18%)       -        -     0.85%        August 1, 1988
OCC Mid Cap Portfolio                                         11.68%        -        -     4.08%      February 9, 1998
OCC Small Cap Portfolio (3)                                  (10.37%)       -        -   (15.76%)       August 1, 1988
SunCap Blue Chip Mid Cap Fund                                     -         -        -    16.24%    September 13, 1999
SunCap Investment Grade Bond Fund                             (9.24%)       -        -    (9.04%)     December 7, 1998
SunCap Investors Foundation Fund                                  -         -        -     1.72%    September 13, 1999
SunCap Money Market Fund                                      (4.50%)       -        -    (4.18%)     December 7, 1998
SunCap Real Estate Fund                                      (12.25%)       -        -   (11.02%)     December 7, 1998
SunCap Select Equity Fund                                         -         -        -    15.83%    September 13, 1999
</TABLE>



<TABLE>
<CAPTION>
                                                                                         10 YEAR          FUND
                                                              1 YEAR   3 YEAR   5 YEAR     OR           INCEPTION
1.60% M&E:                                                    PERIOD   PERIOD   PERIOD   LIFE(1)          DATE
- ----------                                                    ------   ------   ------   -------   -------------------
<S>                                                           <C>      <C>      <C>      <C>       <C>
AIM V.I. Capital Appreciation Fund                            34.12%        -        -    24.91%           May 5, 1993
AIM V.I. Growth Fund                                          24.88%        -        -    27.56%           May 5, 1993
AIM V.I. Growth and Income Fund                               23.88%        -        -    21.17%           May 2, 1994
AIM V.I. International Equity Fund                            44.42%        -        -    28.14%           May 5, 1993
Alger American Growth Portfolio                               23.41%        -        -    29.37%       January 1, 1989
Alger American Income and Growth Portfolio                    31.98%        -        -    29.15%     November 15, 1988
Alger American Small Capitalization Portfolio                 32.93%        -        -    19.90%    September 21, 1988
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund              25.06%        -        -    19.39%     February 13, 1998
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund               7.47%        -        -    (2.52%)    February 13, 1998
Goldman Sachs VIT CORE-SM- U.S. Equity Fund                   14.12%        -        -    14.84%     February 13, 1998
Goldman Sachs VIT Growth and Income Fund                      (3.95%)       -        -    (6.35%)     January 12, 1998
Goldman Sachs VIT International Equity Fund                   21.55%        -        -    14.50%      January 12, 1998
J.P. Morgan International Opportunities Portfolio (2)         26.28%        -        -     8.51%       January 3, 1995
J.P. Morgan Small Company Portfolio (2)                       33.89%        -        -     5.52%       January 3, 1995
J.P. Morgan U.S. Disciplined Equity Portfolio (2)              8.45%        -        -     9.60%       January 3, 1995
Lord Abbett Growth and Income Portfolio                        6.68%        -        -     3.96%      December 1, 1989
MFS/Sun Life Capital Appreciation Series                      22.06%        -    25.15%   16.70%         June 12, 1985
MFS/Sun Life Emerging Growth Series                           64.76%        -        -    33.61%           May 1, 1995
MFS/Sun Life Government Securities Series                    (10.58%)       -     3.88%    5.25%         June 12, 1985
MFS/Sun Life High Yield Series                                (2.51%)       -     7.06%    8.50%         June 12, 1985
MFS/Sun Life Massachusetts Investors Growth Series            25.40%        -        -    28.29%     November 16, 1993
MFS/Sun Life Massachusetts Investors Trust                    (2.36%)       -    22.07%   15.31%           May 5, 1998
MFS/Sun Life New Discovery Series                             49.44%        -        -    31.37%           May 1, 1998
MFS/Sun Life Total Return Series                              (6.30%)       -    12.44%    9.85%          May 16, 1988
MFS/Sun Life Utilities Series                                 21.12%        -    24.11%   18.06%      December 5, 1986
OCC Equity Portfolio (3)                                      (6.55%)       -        -    (0.92%)       August 1, 1988
OCC Managed Portfolio (3)                                     (4.33%)       -        -     0.70%        August 1, 1988
OCC Mid Cap Portfolio                                         11.50%        -        -     3.90%      February 9, 1998
OCC Small Cap Portfolio (3)                                  (10.51%)       -        -   (15.91%)       August 1, 1988
SunCap Blue Chip Mid Cap Fund                                     -         -             16.05%    September 13, 1999
SunCap Investment Grade Bond Fund                             (9.38%)       -        -    (9.17%)     December 7, 1998
SunCap Investors Foundation Fund                                  -         -        -     1.56%    September 13, 1999
SunCap Money Market Fund                                      (4.65%)       -        -    (4.32%)     December 7, 1998
SunCap Real Estate Fund                                      (12.38%)       -        -   (11.15%)     December 7, 1998
SunCap Select Equity Fund                                         -         -        -    15.65%    September 13, 1999
</TABLE>



<TABLE>
<CAPTION>
                                                                                         10 YEAR          FUND
                                                              1 YEAR   3 YEAR   5 YEAR     OR           INCEPTION
1.70% M&E:                                                    PERIOD   PERIOD   PERIOD   LIFE(1)          DATE
- ----------                                                    ------   ------   ------   -------   -------------------
<S>                                                           <C>      <C>      <C>      <C>       <C>
AIM V.I. Capital Appreciation Fund                            33.97%        -        -    24.76%           May 5, 1993
AIM V.I. Growth Fund                                          24.75%        -        -    27.41%           May 5, 1993
AIM V.I. Growth and Income Fund                               23.74%        -        -    21.02%           May 2, 1994
AIM V.I. International Equity Fund                            44.27%        -        -    27.99%           May 5, 1993
Alger American Growth Portfolio                               23.28%        -        -    29.21%       January 1, 1989
Alger American Income and Growth Portfolio                    31.84%        -        -    28.99%     November 15, 1988
Alger American Small Capitalization Portfolio                 32.79%        -        -    19.75%    September 21, 1988
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund              24.93%        -        -    19.25%     February 13, 1998
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund               7.35%        -        -    (2.62%)    February 13, 1998
Goldman Sachs VIT CORE-SM- U.S. Equity Fund                   14.00%        -        -    14.71%     February 13, 1998
Goldman Sachs VIT Growth and Income Fund                      (4.05%)       -        -    (6.45%)     January 12, 1998
Goldman Sachs VIT International Equity Fund                   21.42%        -        -    14.36%      January 12, 1998
J.P. Morgan International Opportunities Portfolio (2)         26.14%        -        -     8.37%       January 3, 1995
J.P. Morgan Small Company Portfolio (2)                       33.75%        -        -     5.39%       January 3, 1995
J.P. Morgan U.S. Disciplined Equity Portfolio (2)              8.34%        -        -     9.46%       January 3, 1995
Lord Abbett Growth and Income Portfolio                        6.56%        -        -     3.83%      December 1, 1989
MFS/Sun Life Capital Appreciation Series                      21.93%        -    25.02%   16.58%         June 12, 1985
MFS/Sun Life Emerging Growth Series                           64.58%        -        -    33.47%           May 1, 1995
MFS/Sun Life Government Securities Series                    (10.67%)       -     3.77%    5.15%         June 12, 1985
MFS/Sun Life High Yield Series                                (2.61%)       -     6.94%    8.39%         June 12, 1985
MFS/Sun Life Massachusetts Investors Growth Series            25.27%        -        -    28.13%     November 16, 1993
MFS/Sun Life Massachusetts Investors Trust                    (2.46%)       -    21.94%   15.18%           May 5, 1998
MFS/Sun Life New Discovery Series                             49.28%        -        -    31.20%           May 1, 1998
MFS/Sun Life Total Return Series                              (6.40%)       -    12.32%    9.74%          May 16, 1988
MFS/Sun Life Utilities Series                                 20.99%        -    23.98%   17.92%      December 5, 1986
OCC Equity Portfolio (3)                                      (6.64%)       -        -    (1.03%)       August 1, 1988
OCC Managed Portfolio (3)                                     (4.42%)       -        -     0.61%        August 1, 1988
OCC Mid Cap Portfolio                                         11.37%        -        -     3.78%      February 9, 1998
OCC Small Cap Portfolio (3)                                  (10.60%)       -        -   (16.00%)       August 1, 1988
SunCap Blue Chip Mid Cap Fund                                     -         -        -    15.93%    September 13, 1999
SunCap Investment Grade Bond Fund                             (9.47%)       -        -    (9.26%)     December 7, 1998
SunCap Investors Foundation Fund                                  -         -        -     1.46%    September 13, 1999
SunCap Money Market Fund                                      (4.74%)       -        -    (4.41%)     December 7, 1998
SunCap Real Estate Fund                                      (12.47%)       -        -   (11.23%)     December 7, 1998
SunCap Select Equity Fund                                         -         -        -    15.52%    September 13, 1999
</TABLE>



<TABLE>
<CAPTION>
                                                                                         10 YEAR          FUND
                                                              1 YEAR   3 YEAR   5 YEAR     OR           INCEPTION
1.85% M&E:                                                    PERIOD   PERIOD   PERIOD   LIFE(1)          DATE
- ----------                                                    ------   ------   ------   -------   -------------------
<S>                                                           <C>      <C>      <C>      <C>       <C>
AIM V.I. Capital Appreciation Fund                            33.75%        -        -    24.55%           May 5, 1993
AIM V.I. Growth Fund                                          24.54%        -        -    27.19%           May 5, 1993
AIM V.I. Growth and Income Fund                               23.54%        -        -    20.80%           May 2, 1994
AIM V.I. International Equity Fund                            44.04%        -        -    27.77%           May 5, 1993
Alger American Growth Portfolio                               23.08%        -        -    28.97%       January 1, 1989
Alger American Income and Growth Portfolio                    31.62%        -        -    28.76%     November 15, 1988
Alger American Small Capitalization Portfolio                 32.57%        -        -    19.53%    September 21, 1988
Goldman Sachs VIT CORE-SM- Large Cap Growth Fund              24.72%        -        -    19.04%     February 13, 1998
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund               7.17%        -        -    (2.78%)    February 13, 1998
Goldman Sachs VIT CORE-SM- U.S. Equity Fund                   13.81%        -        -    14.51%     February 13, 1998
Goldman Sachs VIT Growth and Income Fund                      (4.19%)       -        -    (6.60%)     January 12, 1998
Goldman Sachs VIT International Equity Fund                   21.22%        -        -    14.15%      January 12, 1998
J.P. Morgan International Opportunities Portfolio (2)         25.94%        -        -     8.17%       January 3, 1995
J.P. Morgan Small Company Portfolio (2)                       33.53%        -        -     5.19%       January 3, 1995
J.P. Morgan U.S. Disciplined Equity Portfolio (2)              8.16%        -        -     9.26%       January 3, 1995
Lord Abbett Growth and Income Portfolio                        6.38%        -        -     3.63%      December 1, 1989
MFS/Sun Life Capital Appreciation Series                      21.73%        -    24.82%   16.40%         June 12, 1985
MFS/Sun Life Emerging Growth Series                           64.32%        -        -    33.24%           May 1, 1995
MFS/Sun Life Government Securities Series                    (10.80%)       -     3.60%    4.98%         June 12, 1985
MFS/Sun Life High Yield Series                                (2.76%)       -     6.77%    8.22%         June 12, 1985
MFS/Sun Life Massachusetts Investors Growth Series            25.06%        -        -    27.88%     November 16, 1993
MFS/Sun Life Massachusetts Investors Trust                    (2.61%)       -    21.75%   14.98%           May 5, 1998
MFS/Sun Life New Discovery Series                             49.04%        -        -    30.94%           May 1, 1998
MFS/Sun Life Total Return Series                              (6.54%)       -    12.14%    9.57%          May 16, 1988
MFS/Sun Life Utilities Series                                 20.80%        -    23.79%   17.71%      December 5, 1986
OCC Equity Portfolio (3)                                      (6.79%)       -        -    (1.19%)       August 1, 1988
OCC Managed Portfolio (3)                                     (4.57%)       -        -     0.46%        August 1, 1988
OCC Mid Cap Portfolio                                         11.19%        -        -     3.60%      February 9, 1998
OCC Small Cap Portfolio (3)                                  (10.74%)       -        -   (16.15%)       August 1, 1988
SunCap Blue Chip Mid Cap Fund                                     -         -        -    15.74%    September 13, 1999
SunCap Investment Grade Bond Fund                             (9.61%)       -        -    (9.39%)     December 7, 1998
SunCap Investors Foundation Fund                                  -         -        -     1.31%    September 13, 1999
SunCap Money Market Fund                                      (4.89%)       -        -    (4.55%)     December 7, 1998
SunCap Real Estate Fund                                      (12.61%)       -        -    11.36%      December 7, 1998
SunCap Select Equity Fund                                         -         -        -    15.33%    September 13, 1999
</TABLE>


(1) From commencement of investment operations.

(2) From January 3, 1995 (commencement of operations) to December 31, 1996,
    Chubb Investment Advisory Corporation ("Chubb Investment Advisory"), a
    wholly owned subsidiary of Chubb Life Insurance Company of America,
    served as each of these Fund's investment manager, and Morgan Guaranty
    Trust Company of New York, an affiliate of J.P. Morgan Investment
    Management Inc. ("J.P. Morgan") served as such Fund's sub-investment
    adviser. Effective January 1, 1997, J.P. Morgan began serving as each
    Fund's investment adviser.

(3) On September 16, 1994, an investment company then called Quest for Value
    Accumulation Trust (the "Old Trust") was effectively divided into two
    investment funds, the Old Trust and the OCC Accumulation Trust, at which
    time the OCC Accumulation Trust commenced operations. The total net
    assets for each of the Equity, Managed and Small Cap Portfolios
    immediately after the transaction were $86,789,755, $682,601,380, and
    $139,812,573, respectively, with respect to the Old Trust, and for each
    of the Equity, Managed and Small Cap Portfolios, $3,764,598,
    $51,345,102, and $8,129,274, respectively, with respect to the OCC
    Accumulation Trust. The Equity, Managed and Small Cap Portfolios
    commenced operations on August 1, 1998. For the period prior to September
    16, 1994, the performance figures above for each of the Equity, Managed,
    and Small Cap Portfolios reflect the performance of the corresponding
    Portfolios of the Old Trust.

          The length of the period and the last day of each period used in the
above table are set out in the table heading and in the footnotes above. The
Average Annual Total Return for each period was determined by finding the
average annual compounded rate of return over each period that would equate the
initial amount invested to the ending redeemable value for that period, in
accordance with the following formula:

<PAGE>

                                         -3-

                                         n
                                 P(l + T)  = ERV
     Where:    P = a hypothetical initial Purchase Payment of $1,000
               T = average annual total return for the period
               n = number of years
             ERV = redeemable value (as of the end of the period) of a
                   hypothetical $1,000 Purchase Payment made at the beginning of
                   the 1-year, 5-year, or 10-year period (or fractional portion
                   thereof)

The formula assumes that: 1) all recurring fees have been deducted from the
Participant's Account; 2) all applicable non-recurring Contract charges are
deducted at the end of the period, and 3) there will be a full surrender at the
end of the period.

          The $35 annual Account Fee will be allocated among the Sub-Accounts so
that each Sub-Account's allocated portion of the Account Fee is proportional to
the percentage of the number of Individual Contracts and Certificates that have
amounts allocated to that Sub-Account. Because the impact of Account Fees on a
particular Contract may differ from those assumed in the computation due to
differences between actual allocations and the assumed ones, the total return
that would have been experienced by an actual Contract over these same time
periods may have been different from that shown above.

ADDITIONAL NON-STANDARDIZED INVESTMENT PERFORMANCE:

          The Variable Account may illustrate its results over various periods
and compare its results to indices and other variable annuities in sales
materials including advertisements, brochures and sports.  Such results may be
computed on a "cumulative" and/or "annualized" basis.

          "Cumulative" quotations are arrived at by calculating the change in
the Accumulation Unit value of a Sub-Account between the first and last day of
the base period being measured, and expressing the difference as a percentage of
the Accumulation Unit value at the beginning of the base period.

          "Annualized" quotations (described in the following table as
"Compound Growth Rate") are calculated by applying a formula which determines
the level rate of return which, if earned over the entire base period, would
produce the cumulative return.

<PAGE>

                                         -4-



<TABLE>
<CAPTION>
                           NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S>                                                                                          <C>
1.45% M&E:
- ----------

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999
</TABLE>



<TABLE>
<CAPTION>
Futurity Accolade: M&E = 1.45%

         AIM V.I. CAPITAL APPRECIATION FUND                                               AIM V.I. GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
<S>    <C>                 <C>      <C>         <C>           <C>    <C>                 <C>         <C>         <C>
  1     12/31/98-12/31/99  $14,253.00   42.53%   42.53%          1    12/31/98-12/31/99  $13,328.00   33.28%      33.28%
  2     12/31/97-12/31/99  $16,760.00   67.60%   29.46%          2    12/31/97-12/31/99  $17,618.00   76.18%      32.73%
  3     12/31/96-12/31/99  $18,742.00   87.42%   23.29%          3    12/31/96-12/31/99  $22,019.00  120.19%      30.10%
  4     12/31/95-12/31/99  $21,722.00  117.22%   21.40%          4    12/31/95-12/31/99  $25,637.00  156.37%      26.54%
  5     12/31/94-12/31/99  $29,041.00  190.41%   23.77%          5    12/31/94-12/31/99  $34,041.00  240.41%      27.76%

Life    05/05/93-12/31/99  $34,719.00  247.19%   20.56%        Life   05/05/93-12/31/99  $35,860.00  258.60%      21.15%

         AIM V.I. GROWTH AND INCOME FUND                                   AIM V.I. INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,227.00   32.27%   32.27%          1    12/31/98-12/31/99  $15,285.00   52.85%      52.85%
  2     12/31/97-12/31/99  $16,649.00   66.49%   29.03%          2    12/31/97-12/31/99  $17,395.00   73.95%      31.89%
  3     12/31/96-12/31/99  $20,619.00  106.19%   27.28%          3    12/31/96-12/31/99  $18,330.00   83.30%      22.38%
  4     12/31/95-12/31/99  $24,375.00  143.75%   24.95%          4    12/31/95-12/31/99  $21,687.00  116.87%      21.35%
  5     12/31/94-12/31/99  $32,161.00  221.61%   26.32%          5    12/31/94-12/31/99  $25,057.00  150.57%      20.17%

Life    05/02/94-12/31/99  $31,848.00  218.48%   22.69%        Life   05/05/93-12/31/99  $28,612.00  186.12%      17.11%

           ALGER GROWTH PORTFOLIO                                               ALGER INCOME AND GROWTH PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,181.00   31.81%   31.81%          1    12/31/98-12/31/99  $14,039.00   40.39%      40.39%
  2     12/31/97-12/31/99  $19,234.00   92.34%   38.69%          2    12/31/97-12/31/99  $18,317.00   83.17%      35.34%
  3     12/31/96-12/31/99  $23,836.00  138.36%   33.58%          3    12/31/96-12/31/99  $24,601.00  146.01%      34.99%
  4     12/31/95-12/31/99  $26,623.00  166.23%   27.74%          4    12/31/95-12/31/99  $29,012.00  190.12%      30.51%
  5     12/31/94-12/31/99  $35,781.00  257.81%   29.04%          5    12/31/94-12/31/99  $38,639.00  286.39%      31.04%
 10     12/31/89-12/31/99  $67,887.00  578.87%   21.11%         10    12/31/89-12/31/99  $48,910.00  389.10%      17.20%

Life    01/09/89-12/31/99  $83,063.00  730.63%   21.27%         Life  11/15/88-12/31/99  $52,169.00  421.69%      16.01%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -5-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


          ALGER SMALL CAPITALIZATION PORTFOLIO                            GOLDMAN SACHS CORE LARGE CAP GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $14,134.00   41.34%   41.34%           1   12/31/98-12/31/99  $13,346.00  33.46%       33.46%
  2     12/31/97-12/31/99  $16,092.00   60.92%   26.85%
  3     12/31/96-12/31/99  $17,666.00   76.66%   20.89%
  4     12/31/95-12/31/99  $18,135.00   81.35%   16.05%
  5     12/31/94-12/31/99  $25,792.00  157.92%   20.86%
 10     12/31/89-12/31/99  $46,058.00  360.58%   16.50%

Life    09/21/88-12/31/99  $71,873.00  618.73%   19.11%         Life  02/13/98-12/31/99  $15,398.00  53.98%       25.82%


      GOLDMAN SACHS CORE SMALL CAP EQUITY FUND                               GOLDMAN SACHS CORE U.S. EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,584.00  15.84%    15.84%           1   12/31/98-12/31/99  $12,250.00   22.50%      22.50%

Life    02/13/98-12/31/99  $10,362.00   3.62%     1.91%         Life  02/13/98-12/31/99  $13,860.00   38.60%      18.97%


       GOLDMAN SACHS GROWTH AND INCOME FUND                               GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,388.00  3.88%     3.88%           1    12/31/98-12/31/99  $12,994.00  29.94%       29.94%

Life    01/12/98-12/31/99  $10,803.00  8.03%     4.00%          Life  01/12/98-12/31/99  $15,383.00  53.83%       24.48%

     J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO                     J.P. MORGAN SMALL COMPANY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate

  1     12/31/98-12/31/99  $13,468.00  34.68%    34.68%           1   12/31/98-12/31/99  $14,230.00  42.30%       42.30%
  2     12/31/97-12/31/99  $13,901.00  39.01%    17.90%           2   12/31/97-12/31/99  $13,251.00  32.51%       15.11%
  3     12/31/96-12/31/99  $14,444.00  44.44%    13.04%           3   12/31/96-12/31/99  $15,997.00  59.97%       16.95%
  4     12/31/95-12/31/99  $16,105.00  61.05%    12.65%           4   12/31/95-12/31/99  $19,198.00  91.98%       17.71%

Life    01/03/95-12/31/99  $17,838.00  78.38%    12.29%         Life  01/03/95-12/31/99  $25,145.00  151.45%      20.29%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -6-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999



   J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO                       LORD ABBETT GROWTH AND INCOME PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,683.00   16.83%   16.83%           1   12/31/98-12/31/99  $11,505.00   15.05%      15.05%
  2     12/31/97-12/31/99  $14,195.00   41.95%   19.14%           2   12/31/97-12/31/99  $12,799.00   27.99%      13.13%
  3     12/31/96-12/31/99  $17,837.00   78.37%   21.28%           3   12/31/96-12/31/99  $15,724.00   57.24%      16.28%
  4     12/31/95-12/31/99  $21,315.00  113.15%   20.83%           4   12/31/95-12/31/99  $18,499.00   84.99%      16.62%
                                                                  5   12/31/94-12/31/99  $23,668.00  136.68%      18.80%
                                                                 10   12/31/89-12/31/99  $38,944.00  289.44%      14.56%

Life    01/03/95-12/31/99  $28,108.00  181.08%   23.00%         Life  12/11/89-12/31/99  $39,189.00  291.89%      14.55%


    MFS/SUN LIFE CAPITAL APPRECIATION SERIES                            MFS/SUN LIFE EMERGING GROWTH SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,070.00   30.70%   30.70%           1   12/31/98-12/31/99   $17,326.00   73.26%      73.26%
  2     12/31/97-12/31/99  $16,578.00   65.78%   28.76%           2   12/31/97-12/31/99   $22,860.00  128.60%      51.20%
  3     12/31/96-12/31/99  $20,117.00  101.17%   26.24%           3   12/31/96-12/31/99   $27,469.00  174.69%      40.05%
  4     12/31/95-12/31/99  $24,081.00  140.81%   24.57%           4   12/31/95-12/31/99   $31,709.00  217.09%      33.44%
  5     12/31/94-12/31/99  $31,912.00  219.12%   26.12%
 10     12/31/89-12/31/99  $48,803.00  388.03%   17.18%

Life    06/12/85-12/31/99  $95,832.00  858.32%   16.80%         Life  05/01/95-12/31/99   $39,820.00  298.20%      34.44%

        MFS/SUN LIFE GOVERNMENT SECURITIES SERIES                             MFS/SUN LIFE HIGH YIELD SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,665.00   (3.35)%    (3.35)%          1    12/31/98-12/31/99 $10,537.00   5.37%       5.37%
  2     12/31/97-12/31/99  $10,354.00   3.54%      1.75%          2    12/31/97-12/31/99 $10,444.00    4.44%       2.20%
  3     12/31/96-12/31/99  $11,094.00  10.94%      3.52%          3    12/31/96-12/31/99 $11,656.00   16.56%       5.24%
  4     12/31/95-12/31/99  $11,111.00  11.11%      2.67%          4    12/31/95-12/31/99 $12,877.00   28.77%       6.53%
  5     12/31/94-12/31/99  $12,885.00  28.85%      5.20%          5    12/31/94-12/31/99 $14,840.00   48.40%       8.21%
 10     12/31/89-12/31/99  $17,156.00  71.56%      5.55%         10    12/31/89-12/31/99 $23,127.00  131.27%       8.75%

Life    06/12/85-12/31/99  $24,452.00  144.52%     6.34%        Life   06/12/85-12/31/99 $29,607.00  196.07%       7.74%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                              -7-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


 MFS/SUN LIFE MASSACHUSETTS INVESTORS GROWTH STOCK SERIES        MFS/SUN LIFE MASSACHUSETTS INVESTORS TRUST SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,380.00  33.80%    33.80%           1   12/31/98-12/31/99  $10,562.00    5.62%       5.62%
                                                                  2   12/31/97-12/31/99  $12,891.00   28.91%      13.54%
                                                                  3   12/31/96-12/31/99  $16,762.00   67.62%      18.79%
                                                                  4   12/31/95-12/31/99  $20,714.00  107.14%      19.97%
                                                                  5   12/31/94-12/31/99  $28,053.00  180.53%      22.91%
                                                                 10   12/31/89-12/31/99  $39,023.00  290.23%      14.59%

Life    05/06/98-12/31/99  $15,996.00  59.96%    32.83%         Life  11/14/86-12/31/99  $53,366.00  433.66%      13.60%

         MFS/SUN LIFE NEW DISCOVERY SERIES                                  MFS/SUN LIFE TOTAL RETURN SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $15,787.00  57.87%    57.87%           1   12/31/98-12/31/99  $10,133.00    1.33%       1.33%
                                                                  2   12/31/97-12/31/99  $11,155.00   11.55%       5.62%
                                                                  3   12/31/96-12/31/99  $13,409.00   34.09%      10.27%
                                                                  4   12/31/95-12/31/99  $15,077.00   50.77%      10.81%
                                                                  5   12/31/94-12/31/99  $18,828.00   88.28%      13.49%
                                                                 10   12/31/89-12/31/99  $26,308.00  163.08%      10.16%

Life    05/06/98-12/31/99  $16,607.00  66.07%    35.87%         Life  05/11/88-12/31/99  $31,921.00  219.21%      10.48%


    MFS/SUN LIFE UTILITIES SERIES                                      OCC ACCUMULATION TRUST EQUITY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $12,939.00   29.39%   29.39%           1   12/31/98-12/31/99  $10,105.00    1.05%       1.05%
  2     12/31/97-12/31/99  $14,989.00   49.89%   22.43%           2   12/31/97-12/31/99  $11,140.00   11.40%       5.55%
  3     12/31/96-12/31/99  $19,604.00   96.04%   25.16%           3   12/31/96-12/31/99  $13,902.00   39.02%      11.61%
  4     12/31/95-12/31/99  $23,253.00  132.53%   23.49%           4   12/31/95-12/31/99  $16,899.00   68.99%      14.02%
  5     12/31/94-12/31/99  $30,334.00  203.34%   24.85%           5   12/31/94-12/31/99  $23,127.00  131.27%      18.26%
                                                                 10   12/31/89-12/31/99  $36,408.00  264.08%      13.79%

Life    11/16/93-12/31/99  $28,419.00  184.19%   18.60%         Life  08/01/88-12/31/99  $44,582.00  345.82%      13.99%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                               -8-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


    OCC ACCUMULATION TRUST MANAGED PORTFOLIO                             OCC ACCUMULATION TRUST MID CAP PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,347.00    3.47%    3.47%           1   12/31/98-12/31/99  $11,987.00  19.87%       19.87%
  2     12/31/97-12/31/99  $10,924.00    9.24%    4.52%
  3     12/31/96-12/31/99  $13,165.00   31.65%    9.60%
  4     12/31/95-12/31/99  $15,928.00   59.28%   12.34%
  5     12/31/94-12/31/99  $22,848.00  128.48%   17.97%
 10     12/31/89-12/31/99  $40,121.00  301.21%   14.90%

Life    08/01/88-12/31/99  $54,390.00  443.90%   15.99%         Life  02/09/98-12/31/99  $11,640.00  16.40%        8.36%

    OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO                          SUN CAPITAL ADVISORS INVESTMENT GRADE BOND FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,674.00    (3.26)%  (3.26)%          1   12/31/98-12/31/99  $9,797.00   (2.03)%       (2.03)%
  2     12/31/97-12/31/99  $8,673.00   (13.27)%  (6.87)%
  3     12/31/96-12/31/99  $10,449.00     4.49%    1.47%
  4     12/31/95-12/31/99  $12,224.00    22.24%    5.15%
  5     12/31/94-12/31/99  $13,882.00    38.82%    6.78%
 10     12/31/89-12/31/99  $24,789.00   147.89%    9.50%

Life    08/01/88-12/31/99  $29,287.00   192.87%   9.87%         Life  12/07/98-12/31/99  $9,791.00   (2.09)%       (1.96)%

   SUN CAPITAL ADVISORS MONEY MARKET FUND                                  SUN CAPITAL ADVISORS REAL ESTATE FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,313.00  3.13%     3.13%           1    12/31/98-12/31/99  $9,470.00  (5.30)%       (5.30)%

Life    12/07/98-12/31/99  $10,333.00  3.33%     3.12%          Life  12/07/98-12/31/99  $9,396.00  (6.04)%       (5.68)%

   SUN CAPITAL ADVISORS BLUE CHIP MID CAP FUND                             SUN CAPITAL ADVISORS FOUNDATION FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years      Periods         Amount       Rate        Rate

 Life   09/13/99-12/31/99  $12,649.00  26.49%    26.49%         Life  09/13/99-12/31/99  $11,159.00  11.59%       11.59%


       SUN CAPITAL ADVISORS SELECT EQUITY FUND

Number                               Cumulative  Compound
  of                                   Growth     Growth
Years       Periods         Amount      Rate       Rate

 Life   09/13/99-12/31/99  $12,583.00  25.83%   25.83%

* For periods of less than one year, the growth rates listed are not annualized.

</TABLE>


<PAGE>

                                         -9-


<TABLE>
<CAPTION>
                           NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S>                                                                                          <C>
1.60% M&E:
- ----------

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999
</TABLE>



<TABLE>
<CAPTION>
Futurity Accolade : M&E = 1.60%

         AIM V.I. CAPITAL APPRECIATION FUND                                               AIM V.I. GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
<S>    <C>                 <C>         <C>         <C>           <C>    <C>                 <C>         <C>         <C>
  1     12/31/98-12/31/99  $14,231.00   42.31%   42.31%           1   12/31/98-12/31/99  $13,308.00   33.08%      33.08%
  2     12/31/97-12/31/99  $16,709.00   67.09%   29.26%           2   12/31/97-12/31/99  $17,564.00   75.64%      32.53%
  3     12/31/96-12/31/99  $18,656.00   86.56%   23.10%           3   12/31/96-12/31/99  $21,918.00  119.18%      29.90%
  4     12/31/95-12/31/99  $21,590.00  115.90%   21.22%           4   12/31/95-12/31/99  $25,481.00  154.81%      26.34%
  5     12/31/94-12/31/99  $28,820.00  188.20%   23.58%           5   12/31/94-12/31/99  $33,783.00  237.83%      27.57%

Life    05/05/93-12/31/99  $34,369.00  243.69%   20.37%         Life  05/05/93-12/31/99  $35,499.00  254.99%      20.96%

     AIM V.I. GROWTH AND INCOME FUND                                      AIM V.I. INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,207.00   32.07%   32.07%           1   12/31/98-12/31/99  $15,262.00   52.62%      52.62%
  2     12/31/97-12/31/99  $16,598.00   65.98%   28.83%           2   12/31/97-12/31/99  $17,342.00   73.42%      31.69%
  3     12/31/96-12/31/99  $20,525.00  105.25%   27.09%           3   12/31/96-12/31/99  $18,247.00   82.47%      22.20%
  4     12/31/95-12/31/99  $24,227.00  142.27%   24.76%           4   12/31/95-12/31/99  $21,555.00  115.55%      21.17%
  5     12/31/94-12/31/99  $31,917.00  219.17%   26.13%           5   12/31/94-12/31/99  $24,867.00  148.67%      19.98%

Life    05/02/94-12/31/99  $31,575.00  215.75%   22.50%         Life  05/05/93-12/31/99  $28,323.00  183.23%      16.93%

            ALGER GROWTH PORTFOLIO                                         ALGER INCOME AND GROWTH PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,161.00   31.61%   31.61%           1   12/31/98-12/31/99  $14,017.00   40.17%      40.17%
  2     12/31/97-12/31/99  $19,176.00   91.76%   38.48%           2   12/31/97-12/31/99  $18,261.00   82.61%      35.13%
  3     12/31/96-12/31/99  $23,727.00  137.27%   33.38%           3   12/31/96-12/31/99  $24,489.00  144.89%      34.79%
  4     12/31/95-12/31/99  $26,461.00  164.61%   27.54%           4   12/31/95-12/31/99  $28,836.00  188.36%      30.31%
  5     12/31/94-12/31/99  $35,509.00  255.09%   28.85%           5   12/31/94-12/31/99  $38,346.00  283.46%      30.84%
 10     12/31/89-12/31/99  $66,860.00  568.60%   20.93%          10   12/31/89-12/31/99  $48,171.00  381.71%      17.02%

Life    01/09/89-12/31/99  $81,686.00  716.86%   21.09%         Life  11/15/88-12/31/99  $51,292.00  412.92%      15.83%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -10-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

          ALGER SMALL CAPITALIZATION PORTFOLIO                            GOLDMAN SACHS CORE LARGE CAP GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $14,112.00   41.12%   41.12%           1   12/31/98-12/31/99  $13,325.00  33.25%       33.25%
  2     12/31/97-12/31/99  $16,043.00   60.43%   26.66%
  3     12/31/96-12/31/99  $17,585.00   75.85%   20.70%
  4     12/31/95-12/31/99  $18,025.00   80.25%   15.87%
  5     12/31/94-12/31/99  $25,596.00  155.96%   20.68%
 10     12/31/89-12/31/99  $45,362.00  353.62%   16.32%

Life    09/21/88-12/31/99  $70,649.00  606.49%   18.93%         Life  02/13/98-12/31/99  $15,354.00  53.54%       25.63%

   GOLDMAN SACHS CORE SMALL CAP EQUITY FUND                             GOLDMAN SACHS CORE U.S. EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,566.00  15.66%    15.66%           1   12/31/98-12/31/99  $12,231.00  22.31%       22.31%

Life    02/13/98-12/31/99  $10,332.00   3.32%     1.75%         Life  02/13/98-12/31/99  $13,821.00  38.21%       18.79%

     GOLDMAN SACHS GROWTH AND INCOME FUND                                GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

  1     12/31/98-12/31/99  $10,373.00  3.73%     3.73%            1   12/31/98-12/31/99  $12,974.00  29.74%       29.74%

Life    01/12/98-12/31/99  $10,771.00  7.71%     3.85%          Life  01/12/98-12/31/99  $15,337.00  53.37%       24.29%


  J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO                         J.P. MORGAN SMALL COMPANY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,448.00  34.48%    34.48%          1    12/31/98-12/31/99  $14,209.00  42.09%       42.09%
  2     12/31/97-12/31/99  $13,859.00  38.59%    17.72%          2    12/31/97-12/31/99  $13,211.00  32.11%       14.94%
  3     12/31/96-12/31/99  $14,378.00  43.78%    12.87%          3    12/31/96-12/31/99  $15,924.00  59.24%       16.78%
  4     12/31/95-12/31/99  $16,007.00  60.07%    12.48%          4    12/31/95-12/31/99  $19,082.00  90.82%       17.53%

Life    01/03/95-12/31/99  $17,703.00  77.03%    12.12%         Life  01/03/95-12/31/99  $24,955.00  149.55%      20.11%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -11-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

  J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO                         LORD ABBETT GROWTH AND INCOME PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,665.00   16.65%   16.65%           1   12/31/98-12/31/99  $11,487.00   14.87%      14.87%
  2     12/31/97-12/31/99  $14,152.00   41.52%   18.96%           2   12/31/97-12/31/99  $12,760.00   27.60%      12.96%
  3     12/31/96-12/31/99  $17,756.00   77.56%   21.09%           3   12/31/96-12/31/99  $15,652.00   56.52%      16.11%
  4     12/31/95-12/31/99  $21,186.00  111.86%   20.65%           4   12/31/95-12/31/99  $18,386.00   83.86%      16.45%
                                                                  5   12/31/94-12/31/99  $23,488.00  134.88%      18.62%
                                                                 10   12/31/89-12/31/99  $38,356.00  283.56%      14.39%

Life    01/03/95-12/31/99  $27,895.00  178.95%   22.82%         Life  12/11/89-12/31/99  $38,593.00  285.93%      14.38%

  MFS/SUN LIFE CAPITAL APPRECIATION SERIES                                MFS/SUN LIFE EMERGING GROWTH SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

  1     12/31/98-12/31/99  $13,051.00   30.51%   30.51%          1    12/31/98-12/31/99  $17,299.00   72.99%      72.99%
  2     12/31/97-12/31/99  $16,527.00   65.27%   28.56%          2    12/31/97-12/31/99  $22,791.00  127.91%      50.97%
  3     12/31/96-12/31/99  $20,026.00  100.26%   26.05%          3    12/31/96-12/31/99  $27,344.00  173.44%      39.84%
  4     12/31/95-12/31/99  $23,935.00  139.35%   24.38%          4    12/31/95-12/31/99  $31,516.00  215.16%      33.24%
  5     12/31/94-12/31/99  $31,670.00  216.70%   25.93%
 10     12/31/89-12/31/99  $48,066.00  380.66%   17.00%

Life    06/12/85-12/31/99  $93,731.00  837.31%   16.62%        Life   05/01/95-12/31/99  $39,538.00  295.38%      34.24%


    MFS/SUN LIFE GOVERNMENT SECURITIES SERIES                               MFS/SUN LIFE HIGH YIELD SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,651.00  (3.49)%    (3.49)%         1    12/31/98-12/31/99  $10,521.00    5.21%       5.21%
  2     12/31/97-12/31/99  $10,322.00   3.22%      1.60%         2    12/31/97-12/31/99  $10,412.00    4.12%       2.04%
  3     12/31/96-12/31/99  $11,043.00  10.43%      3.36%         3    12/31/96-12/31/99  $11,602.00   16.02%       5.08%
  4     12/31/95-12/31/99  $11,044.00  10.44%      2.51%         4    12/31/95-12/31/99  $12,799.00   27.99%       6.36%
  5     12/31/94-12/31/99  $12,787.00  27.87%      5.04%         5    12/31/94-12/31/99  $14,728.00   47.28%       8.05%
 10     12/31/89-12/31/99  $16,897.00  68.97%      5.39%        10    12/31/89-12/31/99  $22,777.00  127.77%       8.58%

Life    06/12/85-12/31/99  $23,916.00  139.16%     6.17%       Life   06/12/85-12/31/99  $28,958.00  189.58%       7.58%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                              -12-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


 MFS/SUN LIFE MASSACHUSETTS INVESTORS GROWTH STOCK SERIES           MFS/SUN LIFE MASSACHUSETTS INVESTORS TRUST SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,360.00  33.60%    33.60%          1    12/31/98-12/31/99  $10,546.00    5.46%       5.46%
                                                                 2    12/31/97-12/31/99  $12,852.00   28.52%      13.37%
                                                                 3    12/31/96-12/31/99  $16,686.00   66.86%      18.61%
                                                                 4    12/31/95-12/31/99  $20,588.00  105.88%      19.79%
                                                                 5    12/31/94-12/31/99  $27,840.00  178.40%      22.73%
                                                                10    12/31/89-12/31/99  $38,433.00  284.33%      14.41%

Life    05/06/98-12/31/99  $15,956.00  59.56%    32.63%        Life   11/14/86-12/31/99  $52,310.00  423.10%      13.43%

        MFS/SUN LIFE NEW DISCOVERY SERIES                               MFS/SUN LIFE TOTAL RETURN SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $15,763.00  57.63%    57.63%          1    12/31/98-12/31/99  $10,117.00    1.17%       1.17%
                                                                 2    12/31/97-12/31/99  $11,121.00   11.21%       5.46%
                                                                 3    12/31/96-12/31/99  $13,348.00   33.48%      10.10%
                                                                 4    12/31/95-12/31/99  $14,985.00   49.85%      10.64%
                                                                 5    12/31/94-12/31/99  $18,685.00   86.85%      13.32%
                                                                10    12/31/89-12/31/99  $25,910.00  159.10%       9.99%

Life    05/06/98-12/31/99  $16,565.00  65.65%    35.66%        Life   05/11/88-12/31/99  $31,360.00  213.60%      10.32%

        MFS/SUN LIFE UTILITIES SERIES                                      OCC ACCUMULATION TRUST EQUITY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $12,919.00   29.19%   29.19%           1   12/31/98-12/31/99  $10,090.00    0.90%       0.90%
  2     12/31/97-12/31/99  $14,943.00   49.43%   22.24%           2   12/31/97-12/31/99  $11,106.00   11.06%       5.39%
  3     12/31/96-12/31/99  $19,515.00   95.15%   24.97%           3   12/31/96-12/31/99  $13,839.00   38.39%      11.44%
  4     12/31/95-12/31/99  $23,112.00  131.12%   23.30%           4   12/31/95-12/31/99  $16,797.00   67.97%      13.84%
  5     12/31/94-12/31/99  $30,103.00  201.03%   24.66%           5   12/31/94-12/31/99  $22,951.00  129.51%      18.08%
                                                                 10   12/31/89-12/31/99  $35,857.00  258.57%      13.62%

Life    11/16/93-12/31/99  $28,155.00  181.55%   18.42%         Life  08/01/88-12/31/99  $43,813.00  338.13%      13.82%

      OCC ACCUMULATION TRUST MANAGED PORTFOLIO                            OCC ACCUMULATION TRUST MID CAP PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,332.00    3.32%    3.32%           1   12/31/98-12/31/99  $11,969.00  19.69%       19.69%
  2     12/31/97-12/31/99  $10,890.00    8.90%    4.36%
  3     12/31/96-12/31/99  $13,105.00   31.05%    9.43%
  4     12/31/95-12/31/99  $15,831.00   58.31%   12.17%
  5     12/31/94-12/31/99  $22,675.00  126.75%   17.79%
 10     12/31/89-12/31/99  $39,514.00  295.14%   14.73%

Life    08/01/88-12/31/99  $53,452.00  434.52%   15.81%         Life  02/09/98-12/31/99  $11,607.00  16.07%        8.20%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                               -13-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

    OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO                          SUN CAPITAL ADVISORS INVESTMENT GRADE BOND FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

  1     12/31/98-12/31/99  $9,660.00    (3.40)%  (3.40)%          1   12/31/98-12/31/99  $9,782.00   (2.18)%       (2.18)%
  2     12/31/97-12/31/99  $8,647.00   (13.53)%  (7.01)%
  3     12/31/96-12/31/99  $10,401.00    4.01%     1.32%
  4     12/31/95-12/31/99  $12,150.00   21.50%     4.99%
  5     12/31/94-12/31/99  $13,776.00   37.76%     6.62%
 10     12/31/89-12/31/99  $24,415.00   144.15%    9.34%

Life    08/01/88-12/31/99  $28,782.00   187.82%    9.70%        Life  12/07/98-12/31/99  $9,775.00   (2.25)%       (2.11)%

       SUN CAPITAL ADVISORS MONEY MARKET FUND                             SUN CAPITAL ADVISORS REAL ESTATE FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,297.00  2.97%     2.97%            1   12/31/98-12/31/99  $9,456.00   (5.44)%       (5.44)%

Life    12/07/98-12/31/99  $10,316.00  3.16%     2.96%          Life  12/07/98-12/31/99  $9,381.00   (6.19)%       (5.82)%

    SUN CAPITAL ADVISORS BLUE CHIP MID CAP FUND                           SUN CAPITAL ADVISORS FOUNDATION FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

Life    09/13/99-12/31/99  $12,643.33  26.43%    26.43%         Life  09/13/99-12/31/99  $11,153.92  11.54%       11.54%

            SUN CAPITAL ADVISORS SELECT EQUITY FUND

Number                               Cumulative  Compound
  of                                   Growth     Growth
Years       Periods         Amount      Rate       Rate

Life    09/13/99-12/31/99  $12,577.33  25.77%    25.77%

* For periods of less than one year, the growth rates listed are not annualized.
</TABLE>


<PAGE>

                                         -14-


<TABLE>
<CAPTION>
                           NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S>                                                                                          <C>
1.70% M&E:
- ----------

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999
</TABLE>



<TABLE>
<CAPTION>
Futurity Accolade : M&E = 1.70%

         AIM V.I. CAPITAL APPRECIATION FUND                                      AIM V.I. GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
<S>    <C>                 <C>         <C>         <C>           <C>    <C>                 <C>       <C>         <C>
  1     12/31/98-12/31/99  $14,216.00   42.16%   42.16%           1   12/31/98-12/31/99  $13,294.00   32.94%      32.94%
  2     12/31/97-12/31/99  $16,675.00   66.75%   29.13%           2   12/31/97-12/31/99  $17,528.00   75.28%      32.39%
  3     12/31/96-12/31/99  $18,600.00   86.00%   22.98%           3   12/31/96-12/31/99  $21,852.00  118.52%      29.77%
  4     12/31/95-12/31/99  $21,502.00  115.02%   21.09%           4   12/31/95-12/31/99  $25,378.00  153.78%      26.22%
  5     12/31/94-12/31/99  $28,674.00  186.74%   23.45%           5   12/31/94-12/31/99  $33,612.00  236.12%      27.44%

Life    05/05/93-12/31/99  $34,137.00  241.37%   20.25%         Life  05/05/93-12/31/99  $35,259.00  252.59%      20.84%


        AIM V.I. GROWTH AND INCOME FUND                                     AIM V.I. INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,194.00   31.94%   31.94%           1   12/31/98-12/31/99  $15,246.00   52.46%      52.46%
  2     12/31/97-12/31/99  $16,565.00   65.65%   28.71%           2   12/31/97-12/31/99  $17,307.00   73.07%      31.56%
  3     12/31/96-12/31/99  $20,463.00  104.63%   26.96%           3   12/31/96-12/31/99  $18,191.00   81.91%      22.07%
  4     12/31/95-12/31/99  $24,129.00  141.29%   24.63%           4   12/31/95-12/31/99  $21,467.00  114.67%      21.04%
  5     12/31/94-12/31/99  $31,755.00  217.55%   26.00%           5   12/31/94-12/31/99  $24,741.00  147.41%      19.86%

Life    05/02/94-12/31/99  $31,393.00  213.93%   22.37%         Life  05/05/93-12/31/99  $28,132.00  181.32%      16.81%


            ALGER GROWTH PORTFOLIO                                          ALGER INCOME AND GROWTH PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,147.00   31.47%   31.47%           1   12/31/98-12/31/99  $14,003.00   40.03%      40.03%
  2     12/31/97-12/31/99  $19,137.00   91.37%   38.34%           2   12/31/97-12/31/99  $18,224.00   82.24%      35.00%
  3     12/31/96-12/31/99  $23,655.00  136.55%   33.24%           3   12/31/96-12/31/99  $24,415.00  144.15%      34.65%
  4     12/31/95-12/31/99  $26,354.00  163.54%   27.41%           4   12/31/95-12/31/99  $28,719.00  187.19%      30.18%
  5     12/31/94-12/31/99  $35,329.00  253.29%   28.71%           5   12/31/94-12/31/99  $38,151.00  281.51%      30.71%
 10     12/31/89-12/31/99  $66,184.00  561.84%   20.80%          10   12/31/89-12/31/99  $47,683.00  376.83%      16.91%

Life    01/09/89-12/31/99  $80,779.00  707.79%   20.97%         Life  11/15/88-12/31/99  $50,715.00  407.15%      15.71%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -15-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


    ALGER SMALL CAPITALIZATION PORTFOLIO                                GOLDMAN SACHS CORE LARGE CAP GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $14,098.00   40.98%   40.98%           1   12/31/98-12/31/99  $13,312.00  33.12%       33.12%
  2     12/31/97-12/31/99  $16,011.00   60.11%   26.53%
  3     12/31/96-12/31/99  $17,532.00   75.32%   20.58%
  4     12/31/95-12/31/99  $17,952.00   79.52%   15.75%
  5     12/31/94-12/31/99  $25,466.00  154.66%   20.56%
 10     12/31/89-12/31/99  $44,903.00  349.03%   16.21%

Life    09/21/88-12/31/99  $69,843.00  598.43%   18.81%         Life  02/13/98-12/31/99  $15,325.00  53.25%       25.50%


   GOLDMAN SACHS CORE SMALL CAP EQUITY FUND                                  GOLDMAN SACHS CORE U.S. EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,554.00  15.54%    15.54%           1   12/31/98-12/31/99  $12,219.00  22.19%       22.19%

Life    02/13/98-12/31/99  $10,312.00   3.12%     1.65%         Life  02/13/98-12/31/99  $13,794.00  37.94%       18.67%


    GOLDMAN SACHS GROWTH AND INCOME FUND                                 GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,362.00  3.62%     3.62%           1    12/31/98-12/31/99  $12,961.00  29.61%       29.61%

Life    01/12/98-12/31/99  $10,749.00  7.49%     3.74%          Life  01/12/98-12/31/99  $15,307.00  53.07%       24.16%


  J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO                     J.P. MORGAN SMALL COMPANY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,434.00  34.34%    34.34%           1   12/31/98-12/31/99  $14,194.00  41.94%       41.94%
  2     12/31/97-12/31/99  $13,831.00  38.31%    17.61%           2   12/31/97-12/31/99  $13,184.00  31.84%       14.82%
  3     12/31/96-12/31/99  $14,334.00  43.34%    12.75%           3   12/31/96-12/31/99  $15,876.00  58.76%       16.66%
  4     12/31/95-12/31/99  $15,942.00  59.42%    12.37%           4   12/31/95-12/31/99  $19,004.00  90.04%       17.41%

Life    01/03/95-12/31/99  $17,613.00  76.13%    12.01%         Life  01/03/95-12/31/99  $24,828.00  148.28%      19.98%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -16-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


   J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO                          LORD ABBETT GROWTH AND INCOME PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,653.00   16.53%   16.53%           1   12/31/98-12/31/99  $11,475.00   14.75%      14.75%
  2     12/31/97-12/31/99  $14,123.00   41.23%   18.84%           2   12/31/97-12/31/99  $12,734.00   27.34%      12.85%
  3     12/31/96-12/31/99  $17,702.00   77.02%   20.97%           3   12/31/96-12/31/99  $15,604.00   56.04%      15.99%
  4     12/31/95-12/31/99  $21,100.00  111.00%   20.52%           4   12/31/95-12/31/99  $18,312.00   83.12%      16.33%
                                                                  5   12/31/94-12/31/99  $23,369.00  133.69%      18.50%
                                                                 10   12/31/89-12/31/99  $37,968.00  279.68%      14.27%

Life    01/03/95-12/31/99  $27,754.00  177.54%   22.69%         Life  12/11/89-12/31/99  $38,201.00  282.01%      14.26%


   MFS/SUN LIFE CAPITAL APPRECIATION SERIES                               MFS/SUN LIFE EMERGING GROWTH SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,037.00   30.37%   30.37%           1   12/31/98-12/31/99  $17,282.00   72.82%      72.82%
  2     12/31/97-12/31/99  $16,494.00   64.94%   28.43%           2   12/31/97-12/31/99  $22,744.00  127.44%      50.81%
  3     12/31/96-12/31/99  $19,965.00   99.65%   25.92%           3   12/31/96-12/31/99  $27,261.00  172.61%      39.69%
  4     12/31/95-12/31/99  $23,838.00  138.38%   24.26%           4   12/31/95-12/31/99  $31,389.00  213.89%      33.11%
  5     12/31/94-12/31/99  $31,509.00  215.09%   25.80%
 10     12/31/89-12/31/99  $47,579.00  375.79%   16.88%

Life    06/12/85-12/31/99  $92,354.00  823.54%   16.50%         Life  05/01/95-12/31/99  $39,351.00  293.51%      34.10%


       MFS/SUN LIFE GOVERNMENT SECURITIES SERIES                          MFS/SUN LIFE HIGH YIELD SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,641.00   (3.59)%   (3.59)%          1   12/31/98-12/31/99  $10,510.00    5.10%       5.10%
  2     12/31/97-12/31/99  $10,301.00    3.01%     1.49%          2   12/31/97-12/31/99  $10,391.00    3.91%       1.94%
  3     12/31/96-12/31/99  $11,009.00   10.09%     3.26%          3   12/31/96-12/31/99  $11,567.00   15.67%       4.97%
  4     12/31/95-12/31/99  $10,999.00    9.99%     2.41%          4   12/31/95-12/31/99  $12,747.00   27.47%       6.26%
  5     12/31/94-12/31/99  $12,722.00   27.22%     4.93%          5   12/31/94-12/31/99  $14,653.00   46.53%       7.94%
 10     12/31/89-12/31/99  $16,726.00   67.26%     5.28%         10   12/31/89-12/31/99  $22,547.00  125.47%       8.47%

Life    06/12/85-12/31/99  $23,565.00   135.65%    6.07%        Life  06/12/85-12/31/99  $28,532.00  185.32%       7.47%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                              -17-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


   MFS/SUN LIFE MASSACHUSETTS INVESTORS GROWTH STOCK SERIES         MFS/SUN LIFE MASSACHUSETTS INVESTORS TRUST SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,346.00  33.46%    33.46%           1   12/31/98-12/31/99  $10,535.00    5.35%       5.35%
                                                                  2   12/31/97-12/31/99  $12,826.00   28.26%      13.25%
                                                                  3   12/31/96-12/31/99  $16,635.00   66.35%      18.49%
                                                                  4   12/31/95-12/31/99  $20,505.00  105.05%      19.66%
                                                                  5   12/31/94-12/31/99  $27,699.00  176.99%      22.60%
                                                                 10   12/31/89-12/31/99  $38,044.00  280.44%      14.30%

Life    05/06/98-12/31/99  $15,929.00  59.29%    32.49%         Life  11/14/86-12/31/99  $51,616.00  416.16%      13.32%


    MFS/SUN LIFE NEW DISCOVERY SERIES                                 MFS/SUN LIFE TOTAL RETURN SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $15,747.00  57.47%    57.47%           1   12/31/98-12/31/99  $10,107.00    1.07%       1.07%
                                                                  2   12/31/97-12/31/99  $11,098.00   10.98%       5.35%
                                                                  3   12/31/96-12/31/99  $13,308.00   33.08%       9.99%
                                                                  4   12/31/95-12/31/99  $14,924.00   49.24%      10.53%
                                                                  5   12/31/94-12/31/99  $18,591.00   85.91%      13.20%
                                                                 10   12/31/89-12/31/99  $25,648.00  156.48%       9.88%

Life    05/06/98-12/31/99  $16,537.00  65.37%    35.52%         Life  05/11/88-12/31/99  $30,991.00  209.91%      10.20%


      MFS/SUN LIFE UTILITIES SERIES                                         OCC ACCUMULATION TRUST EQUITY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $12,906.00   29.06%   29.06%           1   12/31/98-12/31/99  $10,080.00    0.80%       0.80%
  2     12/31/97-12/31/99  $14,913.00   49.13%   22.12%           2   12/31/97-12/31/99  $11,084.00   10.84%       5.28%
  3     12/31/96-12/31/99  $19,455.00   94.55%   24.84%           3   12/31/96-12/31/99  $13,796.00   37.96%      11.32%
  4     12/31/95-12/31/99  $23,018.00  130.18%   23.17%           4   12/31/95-12/31/99  $16,729.00   67.29%      13.73%
  5     12/31/94-12/31/99  $29,951.00  199.51%   24.53%           5   12/31/94-12/31/99  $22,835.00  128.35%      17.96%
                                                                 10   12/31/89-12/31/99  $35,494.00  254.94%      13.51%

Life    11/16/93-12/31/99  $27,981.00  179.81%   18.30%         Life  08/01/88-12/31/99  $43,308.00  333.08%      13.70%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                               -18-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

    OCC ACCUMULATION TRUST MANAGED PORTFOLIO                               OCC ACCUMULATION TRUST MID CAP PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,321.00    3.21%    3.21%           1   12/31/98-12/31/99  $11,957.00   19.57%       19.57%
  2     12/31/97-12/31/99  $10,868.00    8.68%    4.25%
  3     12/31/96-12/31/99  $13,065.00   30.65%    9.32%
  4     12/31/95-12/31/99  $15,767.00   57.67%   12.06%
  5     12/31/94-12/31/99  $22,560.00  125.60%   17.67%
 10     12/31/89-12/31/99  $39,115.00  291.15%   14.61%

Life    08/01/88-12/31/99  $52,835.00  428.35%   15.70%         Life  02/09/98-12/31/99  $11,585.00   15.85%        8.09%


    OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO                         SUN CAPITAL ADVISORS INVESTMENT GRADE BOND FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,650.00    (3.50)%  (3.50)%          1   12/31/98-12/31/99  $9,772.00   (2.28)%       (2.28)%
  2     12/31/97-12/31/99  $8,630.00   (13.70)%  (7.10)%
  3     12/31/96-12/31/99  $10,370.00     3.70%    1.22%
  4     12/31/95-12/31/99  $12,100.00    21.00%    4.88%
  5     12/31/94-12/31/99  $13,707.00    37.07%    6.51%
 10     12/31/89-12/31/99  $24,168.00   141.68%    9.23%

Life    08/01/88-12/31/99  $28,449.00   184.49%    9.59%        Life  12/07/98-12/31/99  $9,764.00   (2.36)%       (2.22)%


        SUN CAPITAL ADVISORS MONEY MARKET FUND                            SUN CAPITAL ADVISORS REAL ESTATE FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,286.00  2.86%     2.86%            1   12/31/98-12/31/99  $9,446.00   (5.54)%       (5.54)%

Life    12/07/98-12/31/99  $10,305.00  3.05%     2.86%          Life  12/07/98-12/31/99  $9,371.00   (6.29)%       (5.91)%


      SUN CAPITAL ADVISORS BLUE CHIP MID CAP FUND                            SUN CAPITAL ADVISORS FOUNDATION FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

Life    09/13/99-12/31/99  $12,626.12  26.26%    26.26%         Life  09/13/99-12/31/99  $11,138.72  11.39%       11.39%


        SUN CAPITAL ADVISORS SELECT EQUITY FUND

Number                               Cumulative  Compound
  of                                   Growth     Growth
Years       Periods         Amount      Rate       Rate

Life    09/13/99-12/31/99  $12,573.44  25.73%    25.73%

* For periods of less than one year, the growth rates listed are not annualized.

</TABLE>


<PAGE>

                                         -19-


<TABLE>
<CAPTION>
                           NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S>                                                                                          <C>
1.85% M&E:
- ----------

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999
</TABLE>



<TABLE>
<CAPTION>
Futurity Accolade : M&E = 1.85%

         AIM V.I. CAPITAL APPRECIATION FUND                                      AIM V.I. GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
<S>    <C>                 <C>         <C>         <C>         <C>       <C>                 <C>       <C>         <C>
  1     12/31/98-12/31/99  $14,195.00   41.95%   41.95%           1   12/31/98-12/31/99  $13,274.00   32.74%      32.74%
  2     12/31/97-12/31/99  $16,624.00   66.24%   28.93%           2   12/31/97-12/31/99  $17,475.00   74.75%      32.19%
  3     12/31/96-12/31/99  $18,515.00   85.15%   22.79%           3   12/31/96-12/31/99  $21,752.00  117.52%      29.57%
  4     12/31/95-12/31/99  $21,371.00  113.71%   20.91%           4   12/31/95-12/31/99  $25,223.00  152.23%      26.02%
  5     12/31/94-12/31/99  $28,456.00  184.56%   23.26%           5   12/31/94-12/31/99  $33,356.00  233.56%      27.24%

Life    05/05/93-12/31/99  $33,791.00  237.91%   20.07%         Life  05/05/93-12/31/99  $34,902.00  249.02%      20.65%


          AIM V.I. GROWTH AND INCOME FUND                                AIM V.I. INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,174.00   31.74%   31.74%           1   12/31/98-12/31/99  $15,223.00   52.23%      52.23%
  2     12/31/97-12/31/99  $16,514.00   65.14%   28.51%           2   12/31/97-12/31/99  $17,254.00   72.54%      31.35%
  3     12/31/96-12/31/99  $20,369.00  103.69%   26.76%           3   12/31/96-12/31/99  $18,108.00   81.08%      21.89%
  4     12/31/95-12/31/99  $23,982.00  139.82%   24.44%           4   12/31/95-12/31/99  $21,337.00  113.37%      20.86%
  5     12/31/94-12/31/99  $31,514.00  215.14%   25.81%           5   12/31/94-12/31/99  $24,553.00  145.53%      19.68%

Life    05/02/94-12/31/99  $31,123.00  211.23%   22.19%         Life  05/05/93-12/31/99  $27,848.00  178.48%      16.63%


         ALGER GROWTH PORTFOLIO                                            ALGER INCOME AND GROWTH PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,127.00   31.27%   31.27%           1   12/31/98-12/31/99  $13,982.00   39.82%      39.82%
  2     12/31/97-12/31/99  $19,078.00   90.78%   38.12%           2   12/31/97-12/31/99  $18,168.00   81.68%      34.79%
  3     12/31/96-12/31/99  $23,547.00  135.47%   33.04%           3   12/31/96-12/31/99  $24,303.00  143.03%      34.45%
  4     12/31/95-12/31/99  $26,194.00  161.94%   27.22%           4   12/31/95-12/31/99  $28,544.00  185.44%      29.98%
  5     12/31/94-12/31/99  $35,060.00  250.60%   28.52%           5   12/31/94-12/31/99  $37,861.00  278.61%      30.51%
 10     12/31/89-12/31/99  $65,181.00  551.81%   20.62%          10   12/31/89-12/31/99  $46,961.00  369.61%      16.73%

Life    01/09/89-12/31/99  $79,436.00  694.36%   20.78%         Life  11/15/88-12/31/99  $49,861.00  398.61%      15.54%


* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -20-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999


      ALGER SMALL CAPITALIZATION PORTFOLIO                                GOLDMAN SACHS CORE LARGE CAP GROWTH FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $14,077.00   40.77%   40.77%           1   12/31/98-12/31/99  $13,292.00  32.92%       32.92%
  2     12/31/97-12/31/99  $15,962.00   59.62%   26.34%
  3     12/31/96-12/31/99  $17,451.00   74.51%   20.39%
  4     12/31/95-12/31/99  $17,842.00   78.42%   15.57%
  5     12/31/94-12/31/99  $25,273.00  152.73%   20.37%
 10     12/31/89-12/31/99  $44,223.00  342.23%   16.03%

Life    09/21/88-12/31/99  $68,651.00  586.51%   18.63%         Life  02/13/98-12/31/99  $15,281.00  52.81%       25.31%


     GOLDMAN SACHS CORE SMALL CAP EQUITY FUND                                   GOLDMAN SACHS CORE U.S. EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,537.00  15.37%    15.37%           1   12/31/98-12/31/99  $12,200.00  22.00%       22.00%

Life    02/13/98-12/31/99  $10,283.00   2.83%     1.50%         Life  02/13/98-12/31/99  $13,755.00  37.55%       18.49%

     GOLDMAN SACHS GROWTH AND INCOME FUND                                   GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,346.00  3.46%     3.46%            1   12/31/98-12/31/99  $12,941.00  29.41%       29.41%

Life    01/12/98-12/31/99  $10,717.00  7.17%     3.58%          Life  01/12/98-12/31/99  $15,261.00  52.61%       23.97%


   J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO                              J.P. MORGAN SMALL COMPANY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,413.00  34.13%    34.13%           1   12/31/98-12/31/99  $14,172.00  41.72%       41.72%
  2     12/31/97-12/31/99  $13,788.00  37.88%    17.42%           2   12/31/97-12/31/99  $13,144.00  31.44%       14.65%
  3     12/31/96-12/31/99  $14,268.00  42.68%    12.58%           3   12/31/96-12/31/99  $15,803.00  58.03%       16.48%
  4     12/31/95-12/31/99  $15,845.00  58.45%    12.19%           4   12/31/95-12/31/99  $18,889.00  88.89%       17.23%

Life    01/03/95-12/31/99  $17,479.00  74.79%    11.84%         Life  01/03/95-12/31/99  $24,640.00  146.40%      19.80%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                            -21-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

    J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO                               LORD ABBETT GROWTH AND INCOME PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $11,635.00   16.35%   16.35%           1   12/31/98-12/31/99  $11,458.00   14.58%      14.58%
  2     12/31/97-12/31/99  $14,080.00   40.80%   18.66%           2   12/31/97-12/31/99  $12,695.00   26.95%      12.67%
  3     12/31/96-12/31/99  $17,621.00   76.21%   20.78%           3   12/31/96-12/31/99  $15,533.00   55.33%      15.81%
  4     12/31/95-12/31/99  $20,972.00  109.72%   20.34%           4   12/31/95-12/31/99  $18,200.00   82.00%      16.15%
                                                                  5   12/31/94-12/31/99  $23,191.00  131.91%      18.32%
                                                                 10   12/31/89-12/31/99  $37,392.00  273.92%      14.10%

Life    01/03/95-12/31/99  $27,543.00  175.43%   22.50%         Life  12/11/89-12/31/99  $37,619.00  276.19%      14.08%


       MFS/SUN LIFE CAPITAL APPRECIATION SERIES                               MFS/SUN LIFE EMERGING GROWTH SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,017.00   30.17%   30.17%           1   12/31/98-12/31/99  $17,255.00   72.55%      72.55%
  2     12/31/97-12/31/99  $16,444.00   64.44%   28.23%           2   12/31/97-12/31/99  $22,675.00  126.75%      50.58%
  3     12/31/96-12/31/99  $19,873.00   98.73%   25.72%           3   12/31/96-12/31/99  $27,136.00  171.36%      39.48%
  4     12/31/95-12/31/99  $23,693.00  136.93%   24.07%           4   12/31/95-12/31/99  $31,197.00  211.97%      32.90%
  5     12/31/94-12/31/99  $31,269.00  212.69%   25.61%
 10     12/31/89-12/31/99  $46,858.00  368.58%   16.70%

Life    06/12/85-12/31/99  $90,325.00  803.25%   16.33%         Life  05/01/95-12/31/99  $39,071.00  290.71%      33.90%


      MFS/SUN LIFE GOVERNMENT SECURITIES SERIES                                 MFS/SUN LIFE HIGH YIELD SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,626.00   (3.74)%   (3.74)%          1   12/31/98-12/31/99  $10,494.00    4.94%       4.94%
  2     12/31/97-12/31/99  $10,270.00    2.70%     1.34%          2   12/31/97-12/31/99  $10,360.00    3.60%       1.78%
  3     12/31/96-12/31/99  $10,959.00    9.59%     3.10%          3   12/31/96-12/31/99  $11,514.00   15.14%       4.81%
  4     12/31/95-12/31/99  $10,932.00    9.32%     2.25%          4   12/31/95-12/31/99  $12,670.00   26.70%       6.09%
  5     12/31/94-12/31/99  $12,625.00   26.25%     4.77%          5   12/31/94-12/31/99  $14,542.00   45.42%       7.78%
 10     12/31/89-12/31/99  $16,473.00   64.73%     5.12%         10   12/31/89-12/31/99  $22,205.00  122.05%       8.30%

Life    06/12/85-12/31/99  $23,047.00   130.47%    5.90%        Life  06/12/85-12/31/99  $27,905.00  179.05%       7.31%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                              -22-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999



 MFS/SUN LIFE MASSACHUSETTS INVESTORS GROWTH STOCK SERIES            MFS/SUN LIFE MASSACHUSETTS INVESTORS TRUST SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $13,326.00  33.26%    33.26%           1   12/31/98-12/31/99  $10,519.00    5.19%       5.19%
                                                                  2   12/31/97-12/31/99  $12,787.00   27.87%      13.08%
                                                                  3   12/31/96-12/31/99  $16,559.00   65.59%      18.31%
                                                                  4   12/31/95-12/31/99  $20,380.00  103.80%      19.48%
                                                                  5   12/31/94-12/31/99  $27,488.00  174.88%      22.41%
                                                                 10   12/31/89-12/31/99  $37,468.00  274.68%      14.12%

Life    05/06/98-12/31/99  $15,889.00  58.89%    32.29%         Life  11/14/86-12/31/99  $50,591.00  405.91%      13.14%


      MFS/SUN LIFE NEW DISCOVERY SERIES                                      MFS/SUN LIFE TOTAL RETURN SERIES

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $15,723.00  57.23%    57.23%           1   12/31/98-12/31/99  $10,091.00   0.91%        0.91%
                                                                  2   12/31/97-12/31/99  $11,064.00   10.64%       5.19%
                                                                  3   12/31/96-12/31/99  $13,247.00   32.47%        9.83%
                                                                  4   12/31/95-12/31/99  $14,833.00   48.33%       10.36%
                                                                  5   12/31/94-12/31/99  $18,449.00   84.49%       13.03%
                                                                 10   12/31/89-12/31/99  $25,259.00  152.59%       9.71%

Life    05/06/98-12/31/99  $16,495.00  64.95%    35.32%         Life  05/11/88-12/31/99  $30,445.00  204.45%      10.04%


         MFS/SUN LIFE UTILITIES SERIES                                  OCC ACCUMULATION TRUST EQUITY PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $12,886.00   28.86%   28.86%           1   12/31/98-12/31/99  $10,064.00    0.64%       0.64%
  2     12/31/97-12/31/99  $14,867.00   48.67%   21.93%           2   12/31/97-12/31/99  $11,050.00   10.50%       5.12%
  3     12/31/96-12/31/99  $19,366.00   93.66%   24.65%           3   12/31/96-12/31/99  $13,733.00   37.33%      11.15%
  4     12/31/95-12/31/99  $22,878.00  128.78%   22.99%           4   12/31/95-12/31/99  $16,627.00   66.27%      13.55%
  5     12/31/94-12/31/99  $29,723.00  197.23%   24.34%           5   12/31/94-12/31/99  $22,661.00  126.61%      17.78%
                                                                 10   12/31/89-12/31/99  $34,957.00  249.57%      13.33%

Life    11/16/93-12/31/99  $27,720.00  177.20%   18.12%         Life  08/01/88-12/31/99  $42,559.00  325.59%      13.53%

* For periods of less than one year, the growth rates listed are not annualized.

<PAGE>

                                               -23-

                           NON-STANDARDIZED INVESTMENT PERFORMANCE*

$10,000 invested in this Fund under a                                                        ...would have grown to this amount
Futurity Accolade Contract, this many years ago...                                                         on December 31, 1999

      OCC ACCUMULATION TRUST MANAGED PORTFOLIO                          OCC ACCUMULATION TRUST MID CAP PORTFOLIO

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,305.00    3.05%    3.05%           1   12/31/98-12/31/99  $11,939.00  19.39%       19.39%
  2     12/31/97-12/31/99  $10,835.00    8.35%    4.09%
  3     12/31/96-12/31/99  $13,006.00   30.06%    9.16%
  4     12/31/95-12/31/99  $15,671.00   56.71%   11.89%
  5     12/31/94-12/31/99  $22,388.00  123.88%   17.49%
 10     12/31/89-12/31/99  $38,522.00  285.22%   14.44%

Life    08/01/88-12/31/99  $51,922.00  419.22%   15.52%         Life  02/09/98-12/31/99  $11,551.00  15.51%        7.93%


  OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO                          SUN CAPITAL ADVISORS INVESTMENT GRADE BOND FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $9,635.00    (3.65)%  (3.65)%          1   12/31/98-12/31/99  $9,757.00   (2.43)%       (2.43)%
  2     12/31/97-12/31/99  $8,603.00   (13.97)%  (7.25)%
  3     12/31/96-12/31/99  $10,322.00     3.22%    1.06%
  4     12/31/95-12/31/99  $12,027.00    20.27%    4.72%
  5     12/31/94-12/31/99  $13,602.00    36.02%    6.35%
 10     12/31/89-12/31/99  $23,801.00   138.01%    9.06%

Life    08/01/88-12/31/99  $27,958.00   179.58%    9.42%        Life  12/07/98-12/31/99  $9,749.00   (2.51)%       (2.36)%


     SUN CAPITAL ADVISORS MONEY MARKET FUND                            SUN CAPITAL ADVISORS REAL ESTATE FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate
  1     12/31/98-12/31/99  $10,271.00  2.71%     2.71%            1   12/31/98-12/31/99  $9,432.00   (5.68)%       (5.68)%

Life    12/07/98-12/31/99  $10,288.00  2.88%     2.70%          Life  12/07/98-12/31/99  $9,356.00   (6.44)%       (6.05)%


     SUN CAPITAL ADVISORS BLUE CHIP MID CAP FUND                          SUN CAPITAL ADVISORS FOUNDATION FUND

Number                               Cumulative  Compound      Number                               Cumulative   Compound
  of                                   Growth     Growth         of                                   Growth      Growth
Years       Periods         Amount      Rate       Rate        Years       Periods        Amount       Rate        Rate

Life    09/13/99-12/31/99  $12,611.33  26.11%    26.11%         Life  09/13/99-12/31/99  $11,125.92  11.26%       11.26%

        SUN CAPITAL ADVISORS SELECT EQUITY FUND

Number                               Cumulative  Compound
  of                                   Growth     Growth
Years       Periods         Amount      Rate       Rate

Life    09/13/99-12/31/99  $12,567.77  25.68%    25.68%

* For periods of less than one year, the growth rates listed are not annualized.

</TABLE>


<PAGE>
                                         -24-


TAX DEFERRED ACCUMULATION

     In general, individuals who own annuity contracts are not taxed on
increases in the value of their annuity contracts until some form of
distribution is made under the contract. As a result, the annuity contract
would benefit from tax deferral during the contract's accumulation phase;
this would have the effect of permitting an investment in an annuity contract
to grow more rapidly that a comparable investment under which increases in
value are taxed on a current basis.

     In reports or other communications to you or in advertising or sales
materials, we may also describe the effects of tax deferred compounding on
the Variable Account's investment returns under the various Purchase Payment
Interest Options or upon returns in general. We may illustrate these effects
in charts or graphs and from time to time may include comparisons of returns
under the Contracts or in general on a tax deferred basis, with the returns
on a taxable basis. Different tax rates may be assumed. Any such illustrative
chart or graph would show accumulations on an initial investment or Purchase
Payment, assuming a given amount (including the applicable interest credit),
hypothetical gross annual returns compounded annually, and a stated rate of
return. The values shown for the taxable investment would not include any
deduction for management fees or other expenses, but would assume the annual
deduction of federal and state taxes from investment returns. The values
shown for the Contracts in a chart would reflect the deduction of Contract
expenses, such as the 1.30% mortality and expense risk charge, the 0.15%
administrative charge, and the $35 annual Account Fee. In addition, the
values shown would assume that the Participant has not surrendered his or her
Contract or made any partial surrenders until the end of the period shown.
The chart would assume a full surrender at the end of the period shown and
the payment of federal and state taxes, at a rate of not more than 33%, on
the amount in excess of the Purchase Payments.

     In developing illustrative tax deferral charts, we will observe these
general principles:

         -  The assumed rate of earnings will be realistic.
         -  The illustrative chart will accurately depict the effect of all
            fees and charges or provide a narrative that prominently discloses
            all fees and charges under the Contract.
         -  Charts comparing accumulation values for tax-deferred and non-tax-
            deferred investments will depict the implications of any surrender.
         -  A narrative accompanying the chart will prominently disclose that
            there may be a 10% tax penalty on a surrender by a Participant who
            has not reached age 59 1/2 at the time of surrender.

     The rates of return illustrated in any chart would be hypothetical and
are not an estimate or guaranty of performance. Actual tax returns may vary
for among Participants.

<PAGE>
                                        -25-


                           ADVERTISING AND SALES LITERATURE

          As set forth in the Prospectus, the Company may refer to the following
organizations (and others) in its marketing materials:

          A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors
affecting the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability to
meet its contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.

          DUFF & PHELPS CREDIT RATING Company's Insurance Company Claims Paying
Ability Rating is an independent evaluation by a nationally accredited rating
organization of an insurance company's ability to meet its future obligations
under the contracts and products it sells. The rating takes into account both
quantitative and qualitative factors.

          LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a
publisher of statistical data covering the investment company industry in the
United States and overseas. Lipper is recognized as the leading source of data
on open-end and closed-end funds. Lipper currently tracks the performance of
over 5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.

          STANDARD & POOR'S insurance claims-paying ability rating is an opinion
of an operating insurance company's financial capacity to meet obligations of
its insurance policies in accordance with their terms.

          VARDS (Variable Annuity Research Data Service) provides a
comprehensive guide to variable annuity contract features and historical fund
performance. The service also provides a readily understandable analysis of the
comparative characteristics and market performance of funds inclusive in
variable contracts.

          MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a
system of rating an insurance company's financial strength, market leadership,
and ability to meet financial obligations. The purpose of Moody's ratings is to
provide investors with a simple system of gradation by which the relative
quality of insurance companies may be noted.

          STANDARD & POOR'S INDEX - broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The
selection of stocks, their relative weightings to reflect differences in the
number of outstanding shares, and publication of the index itself are services
of Standard & Poor's Corporation, a financial advisory, securities rating, and
publishing firm. The index tracks 400 industrial company stocks, 20
transportation stocks, 40 financial company stocks, and 40 public utilities.

<PAGE>

                                         -26-

          NASDAQ-OTC Price Index - this index is based on the National
Association of Securities Dealers Automated Quotations (NASDAQ) and represents
all domestic over-the-counter stocks except those traded on exchanges and those
having only one market maker, a total of some 3,500 stocks. It is market
value weighted and was introduced with a base of 100.00 on February 5, 1971.

          DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30
actively traded blue chip stocks, primarily industrials, but including American
Express Company and American Telephone and Telegraph Company. Prepared and
Published by Dow Jones & Company, it is the oldest and most widely quoted of all
the market indicators. The average is quoted in points, not dollars.

          MORNINGSTAR, Inc. is an independent financial publisher offering
comprehensive statistical and analytical coverage of open-end and closed-end
funds and variable annuities. This coverage for mutual funds includes, among
other information, performance analysis rankings, risk rankings (e.g.
aggressive, moderate or conservative), and "style box" matrices. Style box
matrices display, for equity funds, the investment philosophy and size of the
companies in which the fund invests and, for fixed-income funds, interest rate
sensitivity and credit quality of the investment instruments.

          IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety
of historical data, including total return, capital appreciation and income, on
the stock market as well as other investment asset classes, and inflation. This
information will be used primarily for comparative purposes and to illustrate
general financial planning principles.

          In its advertisements and other sales literature for the Variable
Account and the Series Fund, the Company intends to illustrate the advantages of
the Contracts in a number of ways:

          DOLLAR-COST AVERAGING ILLUSTRATIONS. These illustrations will
generally discuss the price-leveling effect of making regular investments in the
same Sub-Accounts over a period of time, to take advantage of the trends in
market prices of the portfolio securities purchased by those Sub-Accounts.

          SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company,
through which a Participant may take any distribution allowed by Internal
Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or
permitted under Internal Revenue Code Section 72 in the case of Non-Qualified
Contracts, by way of a series of partial withdrawals. Withdrawals under this
program may be fully or partially includible in income and may be subject to
a 10% penalty tax. Consult your tax advisor.

          THE COMPANY'S AND THE FUNDS' CUSTOMERS. Sales literature for the
Variable Account and the Funds may refer to the number of clients which they
serve.

          THE COMPANY'S  ASSETS, SIZE. The Company may discuss its
general financial condition (see, for example, the references to Standard &
Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets;
it may also discuss its

<PAGE>

                                         -27-

relative size and/or ranking among companies in the industry or among any
sub-classification of those companies, based upon recognized evaluation
criteria. For example, at December 31, 1998, the Company was the 36th largest
U.S. life insurance company based upon overall assets.

          COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several
advantages of the variable annuity contract. For example, but not by way of
limitation, the literature may emphasize the potential savings through tax
deferral; the potential advantage of the Variable Account over the Fixed
Account; and the compounding effect when a participant makes regular deposits to
his or her account.

          The Company may use hypothetical illustrations of the benefits of tax
deferral, including but not limited to the following chart:

          The chart below assumes an initial investment of $10,000 which remains
fully invested for the entire time period, an 8% annual return, and a 33%
combined federal and state income tax rate. It compares how three different
investments might fare over 10, 20, and 30 years. The first example illustrates
an investment in a non-tax-deferred account and assumes that taxes are paid
annually out of that account. The second example illustrates how the same
investment would grow in a tax-deferred investment, such as an annuity. And the
third example illustrates the net value of the tax-deferred investment after
paying taxes on the full account value.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                      10 YEARS       20 YEARS       30 YEARS
- --------------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>
 Non-Tax-Deferred Account              $16,856        $28,413       $ 47,893
- --------------------------------------------------------------------------------
 Tax-Deferred Account                  $21,589        $46,610       $100,627
- --------------------------------------------------------------------------------
 Tax-Deferred Account After            $17,765        $34,528       $ 70,720
- --------------------------------------------------------------------------------
 Paying Taxes
- --------------------------------------------------------------------------------
</TABLE>

THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED
PERFORMANCE OF THE FUTURITY ACCOLADE VARIABLE ANNUITY OR ANY OF ITS
INVESTMENT OPTIONS. THE ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY
CHARGES OR FEES RELATED TO PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR
ACCOUNT ADMINISTRATION. TAXES ON EARNINGS WITHIN AN ANNUITY ARE DUE UPON
WITHDRAWAL. WITHDRAWALS MAY ALSO BE SUBJECT TO SURRENDER CHARGES AND, IF MADE
PRIOR TO AGE 59 1/2, A 10% FEDERAL PENALTY TAX.

<PAGE>

                                         -28-

                                     CALCULATIONS

EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION

     Suppose the net asset value of a Fund share at the end of the current
valuation period is $18.38; at the end of the immediately preceding valuation
period was $18.32; the Valuation Period is one day; and no dividends or
distributions caused Fund shares to go "ex-dividend" during the current
Valuation Period. $18.38 divided by $18.32 is 1.00327511. Subtracting the one
day risk factor for mortality and expense risks and the administrative
expense charge of .00004002 (the daily equivalent of the current maximum
charge of 1.45% on an annual basis) gives a net investment factor of
1.00323509.  If the value of the variable accumulation unit for the
immediately preceding valuation period had been 14.5645672, the value for the
current valuation period would be 14.6116849 (14.5645672 X 1.00323648).

EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION

     Suppose the circumstances of the first example exist, and the value of
an annuity unit for the immediately preceding valuation period had been
12.3456789.  If the first variable annuity payment is determined by using an
annuity payment based on an assumed interest rate of 3% per year, the value
of the annuity unit for the current valuation period would be 12.3846153
(12.3456789 X 1.00323509 (the Net Investment Factor) X 0.99991902).
0.99991902 is the factor, for a one day Valuation Period, that neutralizes
the assumed interest rate of 3% per year used to establish the Annuity
Payment Rates found in certain Contracts.

EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION

    Suppose that a Participant Account is credited with 8,765.4321 variable
accumulation units of a particular Sub-Account but is not credited with any
fixed accumulation units; that the variable accumulation unit value and the
annuity unit value for the particular Sub-Account for the valuation period
which ends immediately preceding the annuity commencement date are 14.5645672
and 12.3456789 respectively; that the annuity payment rate for the age and
option elected is $6.78 per $1,000; and that the annuity unit value on the
day prior to the second variable annuity payment date is 12.3846153.  The
first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672 X
6.78 divided by 1,000).  The number of annuity units credited would be
70.1112 ($865.57 divided by 12.3456789) and the second variable annuity
payment would be $868.30 (70.1112 X 12.3846153).




                           DISTRIBUTION OF THE CONTRACTS

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

          Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.50% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 0.50% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation.
The Company reserves the right to offer these additional incentives only to
certain

<PAGE>

                                         -29-

broker-dealers that sell or are expected to sell during specified time
periods certain minimum amounts of the Contracts or Certificates or other
contracts offered by the Company.  Promotional incentives may change at any
time.  Commissions will not be paid with respect to Participant Accounts
established for the personal account of employees of the Company or any of
its affiliates, or of persons engaged in the distribution of the Contracts,
or of immediate family members of such employees or persons. In addition,
commissions may be waived or reduced in connection with certain transactions
described in the Prospectus under the heading "Waivers; Reduced Charges;
Credits; Bonus Guaranteed Interest Rates."

                       DESIGNATION AND CHANGE OF BENEFICIARY

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

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

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

                                     CUSTODIAN

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

                                FINANCIAL STATEMENTS


          The Financial Statements of Sun Life of Canada (U.S.) Variable
Account F for the year ended December 31, 1999 included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.


<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999

<TABLE>
<CAPTION>
 ASSETS:                                       Shares        Cost         Value
 Investments in:                             ----------  ------------  ------------
 <S>                                         <C>         <C>           <C>
     AIM Variable Insurance Fund, Inc.
       V.I. Capital Appreciation Fund
        ("AIM1")...........................     255,687  $  6,981,155  $  9,097,348
       V.I. Growth Fund ("AIM2")...........     741,254    20,293,321    23,905,448
       V.I. Growth and Income Fund
        ("AIM3")...........................     981,255    25,698,056    30,997,847
       V.I. International Equity Fund
        ("AIM4")...........................     663,340    14,275,089    19,429,224
     The Alger American Fund
       Growth Portfolio ("AL1")............     591,197    33,048,256    38,061,287
       Income and Growth Portfolio
        ("AL2")............................   1,129,592    15,318,235    19,858,219
       Small Capitalization Portfolio
        ("AL3")............................     119,865     5,181,035     6,610,539
     Goldman Sachs Variable Insurance Trust
       VIT CORE(SM) Large Cap Growth Fund
        ("GS1")............................     985,947    12,493,582    15,577,956
       VIT CORE(SM) Small Cap Equity Fund
        ("GS2")............................     169,591     1,540,419     1,797,668
       VIT CORE(SM) U.S. Equity Fund
        ("GS3")............................   1,288,723    16,049,358    18,016,345
       VIT Growth and Income Fund
        ("GS4")............................     498,885     5,372,735     5,432,857
       VIT International Equity Fund
        ("GS5")............................     188,532     2,450,696     2,728,066
     J.P. Morgan Series Trust II
       U.S. Disciplined Equity Portfolio
        ("JP1")............................     887,236    14,979,632    15,393,540
       International Opportunities
        Portfolio ("JP2")..................     238,484     2,857,497     3,298,239
       Small Company Portfolio ("JP3").....      89,517     1,161,883     1,497,621
     Lord Abbett Series Fund, Inc.
       Growth and Income Portfolio
        ("LA1")............................     946,232    21,136,754    20,968,509
     MFS/Sun Life Series Trust
       Capital Appreciation
        Series ("CAS").....................     277,227    12,143,992    15,002,355
       Emerging Growth Series ("EGS")......     772,757    19,942,257    31,124,303
       High Yield Series ("HYS")...........   1,387,022    12,467,981    12,505,613
       Money Market ("MMS")................   7,058,196     7,058,196     7,058,196
       Utilities Series ("UTS")............     949,600    16,114,520    18,839,274
       Government Securities
        Series ("GSS").....................   1,192,434    15,134,821    14,877,998
       Total Return Series ("TRS").........     142,102     2,643,887     2,665,736
       Massachusetts Investors Trust
        Series ("MIT").....................     206,245     7,440,462     7,826,694
       New Discovery Series ("NWD")........     116,796     1,515,491     1,973,431
       Massachusetts Investors Growth Stock
        Series ("MIS").....................     517,193     7,122,612     8,342,950
     OCC Accumulation Trust
       Equity Portfolio ("OP1")............     332,052    12,587,611    12,471,865
       Mid Cap Portfolio ("OP2")...........     360,177     3,599,355     4,188,853
       Small Cap Portfolio ("OP3").........     125,799     2,848,635     2,832,996
       Managed Portfolio ("OP4")...........      56,761     2,479,633     2,477,620
     Salomon Brothers Variable
      Series Funds, Inc.
       Variable Capital Fund ("SB1").......      28,306       318,508       386,941
       Variable Investors Fund ("SB2").....      54,050       608,228       661,035
       Variable Strategic Bond Fund
        ("SB3")............................     701,256     7,086,047     6,774,136
       Variable Total Return Fund
        ("SB4")............................     649,718     6,792,139     6,646,615
     Sun Capital Advisers Trust
       Sun Capital Money Market Fund
        ("SCA1")...........................  11,347,946    11,347,946    11,347,946
       Sun Capital Investment Grade Bond
        Fund ("SCA2")......................     882,011     8,403,348     8,236,211
       Sun Capital Real Estate Fund
        ("SCA3")...........................     146,885     1,384,282     1,313,801
       Sun Capital Select Equity Fund
        ("SCA4")...........................     106,584     1,129,237     1,346,991
       Sun Capital Blue Chip Mid Cap Fund
        ("SCA5")...........................     241,145     2,528,473     2,966,087
       Sun Capital Investors Foundation
        Fund ("SCA6")......................      44,737       446,889       500,802
     Warburg Pincus Trust
       Emerging Markets Portolio ("WP1")...     156,084     1,879,019     2,213,268
       International Equity Portfolio
        ("WP2")............................      72,377       925,062     1,208,689
       Post-Venture Capital Portfolio
        ("WP3")............................      39,356       555,678       757,995
       Small Company Growth Portfolio
        ("WP4")............................     142,923     2,639,880     3,744,591
                                                         ------------  ------------
                                                         $367,981,892  $422,963,705
                                                         ============
 OTHER ASSETS:
   Receivable from sponsor...........................................           313
                                                                       ------------
         Net assets..................................................  $422,964,018
                                                                       ============
</TABLE>

                       See notes to financial statements

                                                                             30
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                        Applicable to Owners of
                                                  Deferred Variable Annuity Contracts   Reserve for
                                                 -------------------------------------   Variable
                                                   Units     Unit Value      Value       Annuities      Total
                                                 ----------  ----------  -------------  -----------  ------------
  <S>                                            <C>         <C>         <C>            <C>          <C>
  NET ASSETS APPLICABLE CONTRACT OWNERS:
    FUTURITY CONTRACTS:
    AIM Variable Insurance Fund, Inc
      V.I. Capital Appreciation Fund...........   227,735     $16.0639   $  3,658,220    $ 20,442    $  3,678,662
      V.I. Growth Fund.........................   442,430      16.6782      7,378,831      15,694       7,394,525
      V.I. Growth and Income Fund..............   799,385      14.9550     11,954,650      --          11,954,650
      V.I. International Equity Fund...........   458,813      16.8153      7,714,633      18,492       7,733,125
    The Alger American Fund
      Growth Portfolio.........................   755,329      16.6799     12,598,909      19,591      12,618,500
      Income and Growth Portfolio..............   434,832      16.6354      7,233,458      --           7,233,458
      Small Capitalization Portfolio...........   182,220      14.6937      2,677,436      --           2,677,436
    Goldman Sachs Variable Insurance Trust
      VIT CORE(SM) Large-Cap Growth Fund.......   423,081      14.6906      6,215,258      30,248       6,245,506
      VIT CORE(SM) Small Cap Equity Fund.......    80,363      10.3704        833,389      21,975         855,364
      VIT CORE(SM) U.S. Equity Fund............   575,303      13.8599      7,973,615       1,746       7,975,361
      VIT Growth and Income Fund...............   301,072       9.6158      2,895,047      --           2,895,047
      VIT International Equity Fund............    62,975      13.6576        860,104      14,975         875,079
    J.P. Morgan Series Trust II
      U.S. Disciplined Equity Portfolio........   568,955      12.6575      7,200,012      16,167       7,216,179
      International Opportunities Portfolio....   105,324      12.4536      1,311,641      14,966       1,326,607
      Small Company Portfolio..................    41,135      11.8980        488,979      --             488,979
    Lord Abbett Series Fund, Inc.
      Growth and Income Portfolio..............   681,170      11.6064      7,905,869      --           7,905,869
    MFS/Sun Life Series Trust
      Capital Appreciation Series..............   490,436      14.8787      7,297,103      18,186       7,315,289
      Emerging Growth Series...................   644,429      21.1132     13,605,969      24,357      13,630,326
      High Yield Series........................   581,114      10.1846      5,918,296      30,070       5,948,366
      Money Market.............................   663,091      10.6449      7,058,196      --           7,058,196
      Utilities Series.........................   762,245      13.4418     10,246,498      38,625      10,285,123
      Government Securities Series.............   635,712      10.2352      6,507,038      38,668       6,545,706
    OCC Accumulation Trust
      Equity Portfolio.........................   770,005      10.6854      8,228,328       1,399       8,229,727
      Mid Cap Portfolio........................   208,499      11.6402      2,426,934      16,257       2,443,191
      Small Cap Portfolio......................   235,529       7.9927      1,882,593      12,267       1,894,860
    Salomon Brothers Variable
     Series Funds, Inc.
      Variable Capital Fund....................    29,639      13.0553        386,941      --             386,941
      Variable Investors Fund..................    58,715      11.2585        661,035      --             661,035
      Variable Strategic Bond Fund.............   649,260      10.3875      6,743,944      29,428       6,773,372
      Variable Total Return Fund...............   657,323      10.0870      6,630,414      15,568       6,645,982
    Warburg Pincus Trust
      Emerging Markets Portfolio...............    68,070      13.1613        895,490      19,339         914,829
      International Equity Portfolio...........    52,931      13.7221        726,022      --             726,022
      Post-Venture Capital Portfolio...........    21,318      14.8836        317,283      22,511         339,794
      Small Company Growth Portfolio...........   153,457      14.7515      2,263,671      --           2,263,671
                                                                         ------------    --------    ------------
                                                                         $170,695,806    $440,971    $171,136,777
                                                                         ------------    --------    ------------
</TABLE>

                       See notes to financial statements

31
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                       Applicable to Owners of
                                                 Deferred Variable Annuity Contracts   Reserve for
                                                 ------------------------------------   Variable
                                                   Units     Unit Value     Value       Annuities      Total
                                                 ----------  ----------  ------------  -----------  ------------
  <S>                                            <C>         <C>         <C>           <C>          <C>
    FUTURITY II CONTRACTS:
    AIM Variable Insurance Fund, Inc.
      V.I. Capital Appreciation Fund...........     299,649   $16.1116   $  4,827,802  $    8,726   $  4,836,528
      V.I. Growth Fund.........................     997,502    15.1070     15,069,053      79,067     15,148,120
      V.I. Growth and Income Fund..............   1,213,444    14.6474     17,773,822       7,527     17,781,349
      V.I. International Equity Fund...........     659,564    16.1369     10,643,339     105,296     10,748,635
    The Alger American Fund
      Growth Portfolio.........................   1,620,151    14.7688     23,927,733       7,327     23,935,060
      Income and Growth Portfolio..............     755,933    15.4887     11,708,323     129,522     11,837,845
      Small Capitalization Portfolio...........     221,946    16.0647      3,565,453      62,046      3,627,499
    Goldman Sachs Variable Insurance Trust.....
      VIT CORE(SM) Large Cap Growth Fund.......     610,853    14.6991      8,978,980      81,371      9,060,351
      VIT CORE(SM) Small Cap Equity Fund.......      71,821    12.5954        904,609      --            904,609
      VIT CORE(SM) U.S. Equity Fund............     714,634    13.2821      9,491,693      37,088      9,528,781
      VIT Growth and Income Fund...............     202,285    10.7721      2,179,037      --          2,179,037
      VIT International Equity Fund............     119,879    13.7806      1,651,950      10,048      1,661,998
    J.P. Morgan Series Trust II
      U.S. Disciplined Equity Portfolio........     625,004    12.5201      7,825,090       2,878      7,827,968
      International Opportunities Portfolio....     118,543    14.1565      1,678,149       8,055      1,686,204
      Small Company Portfolio..................      57,635    15.4528        890,606      --            890,606
    Lord Abbett Series Fund, Inc.
      Growth and Income Portfolio..............     982,146    12.1973     11,979,747      --         11,979,747
    MFS/Sun Life Series Trust
      Capital Appreciation Series..............     500,296    14.5469      7,277,799      46,064      7,323,863
      Emerging Growth Series...................     804,467    19.5404     15,719,228      66,614     15,785,842
      High Yield Series........................     554,000    10.5249      5,830,887      47,861      5,878,748
      Utilities Series.........................     552,461    13.6365      7,533,885     151,724      7,685,609
      Government Securities Series.............     807,566     9.6303      7,777,300      22,972      7,800,272
      Total Return Series......................     211,045     9.7515      2,058,019      79,388      2,137,407
      Massachusetts Investors Trust Series.....     629,184    10.3311      6,499,923       3,822      6,503,745
      New Discovery Series.....................      99,212    15.7992      1,567,598      --          1,567,598
      Massachusetts Investors Growth Stock
       Series..................................     554,180    12.7880      7,086,871      70,749      7,157,620
    OCC Accumulation Trust
      Equity Portfolio.........................     388,617    10.6953      4,156,707       9,385      4,166,092
      Mid Cap Portfolio........................     108,852    12.7334      1,386,020      31,822      1,417,842
      Small Cap Portfolio......................      88,598    10.0200        887,738       6,663        894,401
      Managed Portfolio........................     196,817    10.9043      2,146,181      --          2,146,181
    Sun Capital Advisers Trust
      Sun Capital Money Market Fund............     699,550    10.3353      7,227,674      --          7,227,674
      Sun Capital Investment Grade Bond Fund...     768,145     9.7835      7,513,643     272,953      7,786,596
      Sun Capital Real Estate Fund.............     131,848     9.5549      1,260,492      10,151      1,270,643
      Sun Capital Select Equity Fund...........      96,820    12.4016      1,200,685      --          1,200,685
      Sun Capital Blue Chip Mid Cap Fund.......     217,115    12.4368      2,700,610      --          2,700,610
      Sun Capital Investors Foundation Fund....      43,869    10.9954        482,321       5,356        487,677
    Warburg Pincus Trust
      Emerging Markets Portfolio...............      67,177    18.7689      1,260,819      --          1,260,819
      International Equity Portfolio...........      29,939    15.6899        469,714      --            469,714
      Post-Venture Capital Portfolio...........      22,526    18.1439        408,703      --            408,703
      Small Company Growth Portfolio...........      79,878    18.4977      1,477,493      --          1,477,493
                                                                         ------------  ----------   ------------
                                                                         $227,025,696  $1,364,475   $228,390,171
                                                                         ------------  ----------   ------------
</TABLE>

                       See notes to financial statements

                                                                             32
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                       Applicable to Owners of
                                                 Deferred Variable Annuity Contracts   Reserve for
                                                 ------------------------------------   Variable
                                                   Units     Unit Value     Value       Annuities      Total
                                                 ----------  ----------  ------------  -----------  -----------
  <S>                                            <C>         <C>         <C>           <C>          <C>
    FUTURITY FOCUS CONTRACTS:
    AIM Variable Insurance Fund, Inc.
      V.I. Capital Appreciation Fund...........    13,617     $14.5809    $  198,546    $ --        $  198,546
      V.I. Growth Fund.........................    35,873      12.6718       454,575      --           454,575
      V.I. Growth and Income Fund..............    54,107      12.3530       668,377      72,072       740,449
      V.I. International Equity Fund...........    25,337      15.4607       391,699      --           391,699
    The Alger American Fund
      Growth Portfolio.........................    38,842      11.9744       465,098      71,015       536,113
      Income and Growth Portfolio..............    32,436      13.3063       431,600      --           431,600
      Small Capitalization Portfolio...........     9,175      14.3935       132,059      --           132,059
    Goldman Sachs Variable Insurance Trust
      VIT CORE(SM) Large Cap Growth Fund.......     4,085      12.6110        51,512      --            51,512
      VIT CORE(SM) Small Cap Equity Fund.......     1,112      12.6115        14,026      --            14,026
      VIT CORE(SM) U.S. Equity Fund............    20,598      11.4782       236,356      --           236,356
      VIT Growth and Income Fund...............    29,257      10.2122       298,780      --           298,780
      VIT International Equity Fund............     8,621      12.8408       110,689      --           110,689
    J.P. Morgan Series Trust II
      U.S. Disciplined Equity Portfolio........    18,690      11.3541       212,214      62,890       275,104
      International Opportunities Portfolio....    12,234      12.9528       158,454      --           158,454
      Small Company Portfolio..................     2,709      15.2351        41,270      --            41,270
    Lord Abbett Series Fund, Inc.
      Growth and Income Portfolio..............    40,278      11.1378       448,597      --           448,597
    MFS/Sun Life Series Trust
      Capital Appreciation Series..............    23,051      13.0937       301,818      --           301,818
      Emerging Growth Series...................    41,308      16.8156       694,593      98,890       793,483
      High Yield Series........................    21,929      10.1744       223,107      --           223,107
      Utilities Series.........................    20,685      12.9391       267,628      --           267,628
      Government Securities Series.............    42,930       9.8048       420,940      --           420,940
      Total Return Series......................     8,841       9.7678        86,296      --            86,296
      Massachusetts Investors Trust Series.....    74,478      10.3484       770,599      --           770,599
      New Discovery Series.....................     7,128      15.8255       112,755      --           112,755
      Massachusetts Investors Growth Stock
       Series..................................    29,925      12.8093       383,253      75,517       458,770
    OCC Accumulation Trust
      Equity Portfolio.........................     7,388      10.1788        75,201      --            75,201
      Mid Cap Portfolio........................     6,976      12.5548        87,586      --            87,586
      Small Cap Portfolio......................     3,882      10.7094        41,574      --            41,574
      Managed Portfolio........................     5,669      10.3195        58,501      --            58,501
    Sun Capital Advisers Trust
      Sun Capital Money Market Fund............    41,528      10.2760       426,574      --           426,574
      Sun Capital Investment Grade Bond Fund...    34,584       9.8082       339,122      --           339,122
      Sun Capital Real Estate Fund.............     2,642      10.1759        26,874      --            26,874
      Sun Capital Select Equity Fund...........     1,940      12.4115        24,085      --            24,085
      Sun Capital Blue Chip Mid Cap Fund.......     2,350      12.4467        29,268      --            29,268
      Sun Capital Investors Foundation Fund....     1,253      11.0042        13,784      --            13,784
    Warburg Pincus Trust
      Emerging Markets Portfolio...............     1,472      18.4283        27,121      --            27,121
      International Equity Portfolio...........       861      15.0418        12,953      --            12,953
      Post-Venture Capital Portfolio...........       100      16.0808         1,609      --             1,609
      Small Company Growth Portfolio...........       194      17.6963         3,427      --             3,427
                                                                          ----------    --------    ----------
                                                                          $8,742,520    $380,384    $9,122,904
                                                                          ----------    --------    ----------
</TABLE>

                       See notes to financial statements

33
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                        Applicable to Owners of
                                                  Deferred Variable Annuity Contracts   Reserve for
                                                 -------------------------------------   Variable
                                                   Units     Unit Value      Value       Annuities      Total
                                                 ----------  ----------  -------------  -----------  ------------
  <S>                                            <C>         <C>         <C>            <C>          <C>
    FUTURITY ACCOLADE CONTRACTS:
    AIM Variable Insurance Fund, Inc.
      V.I. Capital Appreciation Fund...........    27,793     $13.7461   $    382,040   $   --       $    382,040
      V.I. Growth Fund.........................    71,866      12.6219        907,075       --            907,075
      V.I. Growth and Income Fund..............    41,234      12.7245        524,675       --            524,675
      V.I. International Equity Fund...........    40,021      13.8416        553,946       --            553,946
    The Alger American Fund
      Growth Portfolio.........................    77,992      12.4941        974,439       --            974,439
      Income and Growth Portfolio..............    25,358      13.9651        354,123       --            354,123
      Small Capitalization Portfolio...........    12,969      13.3871        173,611       --            173,611
    Goldman Sachs Variable Insurance Trust
      VIT CORE(SM) Large Cap Growth Fund.......    17,289      12.6147        218,093       --            218,093
      VIT CORE(SM) Small Cap Equity Fund.......     1,775      12.0375         21,362       --             21,362
      VIT CORE(SM) U.S. Equity Fund............    23,427      11.7733        275,804       --            275,804
      VIT Growth and Income Fund...............     5,354      11.2057         59,993       --             59,993
      VIT International Equity Fund............     6,582      12.0983         79,626       --             79,626
    J.P. Morgan Series Trust II
      U.S. Disciplined Equity Portfolio........     6,455      11.5320         74,439       --             74,439
      International Opportunities Portfolio....    10,730      11.7681        126,274       --            126,274
      Small Company Portfolio..................     5,598      13.7122         76,766       --             76,766
    Lord Abbett Series Fund, Inc.
      Growth and Income Portfolio..............    55,559      11.4167        634,296       --            634,296
    MFS/Sun Life Series Trust
      Capital Appreciation Series..............     4,427      13.4436         59,522       --             59,522
      Emerging Growth Series...................    58,261      15.8653        924,342       --            924,342
      High Yield Series........................    44,229      10.2886        455,044       --            455,044
      Utilities Series.........................    49,859      12.0305        599,829       --            599,829
      Government Securities Series.............    11,012       9.9962        110,071       --            110,071
      Total Return Series......................    42,271      10.4572        442,050       --            442,050
      Massachusetts Investors Trust Series.....    48,386      11.4114        552,168       --            552,168
      New Discovery Series.....................    18,482      15.8588        293,078       --            293,078
      Massachusetts Investors Growth Stock
       Series..................................    55,773      13.1026        730,733       --            730,733
    OCC Accumulation Trust
      Equity Portfolio.........................       102      10.7137          1,093       --              1,093
      Mid Cap Portfolio........................    19,070      12.5624        239,567       --            239,567
      Small Cap Portfolio......................       102      10.5551          1,076       --              1,076
      Managed Portfolio........................    25,785      10.5852        272,938       --            272,938
    Sun Capital Advisers Trust
      Sun Capital Money Market Fund............   366,623      10.0779      3,693,698       --          3,693,698
      Sun Capital Investment Grade Bond Fund...    11,553      10.0222        115,768       --            115,768
      Sun Capital Real Estate Fund.............     2,281      10.3018         23,500       --             23,500
      Sun Capital Select Equity Fund...........     9,027      13.5393        122,221       --            122,221
      Sun Capital Blue Chip Mid Cap Fund.......    17,878      13.2132        236,209       --            236,209
      Sun Capital Investors Foundation Fund....       394      11.9051          4,697       --              4,697
                                                                         ------------   ----------   ------------
                                                                         $ 14,314,166   $   --       $ 14,314,166
                                                                         ------------   ----------   ------------
  Net Assets...........................................................  $420,778,188   $2,185,830   $422,964,018
                                                                         ============   ==========   ============
</TABLE>

                       See notes to financial statements

                                                                             34
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended 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 AND EXPENSES:
   Dividend income and capital gain
    distributions received...............   $  218,016    $  805,064    $   256,606   $    629,298  $ 1,046,126   $   318,108
   Mortality and expense risk charges....      (48,238)     (126,456)      (171,308)      (105,490)    (209,904)     (105,710)
   Distribution expense charges..........       (5,788)      (15,175)       (20,557)       (12,659)     (25,189)      (12,685)
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Net investment income (loss)......   $  163,990    $  663,433    $    64,741   $    511,149  $   811,033   $   199,713
                                            ----------    ----------    -----------   ------------  -----------   -----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales.................   $  942,663    $  926,603    $ 2,322,201   $ 15,601,048  $ 3,351,107   $ 1,963,780
     Cost of investments sold............     (859,926)     (793,451)    (1,853,865)   (15,068,813)  (2,750,587)   (1,604,550)
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Net realized gains (losses).......   $   82,737    $  133,152    $   468,336   $    532,235  $   600,520   $   359,230
                                            ----------    ----------    -----------   ------------  -----------   -----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.........................   $2,116,193    $3,612,127    $ 5,299,791   $  5,154,135  $ 5,013,031   $ 4,539,984
     Beginning of year...................      128,463       230,796        401,885        135,808      496,292       271,924
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Change in unrealized appreciation
        (depreciation)...................   $1,987,730    $3,381,331    $ 4,897,906   $  5,018,327  $ 4,516,739   $ 4,268,060
                                            ----------    ----------    -----------   ------------  -----------   -----------
     Realized and unrealized gains
      (losses)...........................   $2,070,467    $3,514,483    $ 5,366,242   $  5,550,562  $ 5,117,259   $ 4,627,290
                                            ----------    ----------    -----------   ------------  -----------   -----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS.............................   $2,234,457    $4,177,916    $ 5,430,983   $  6,061,711  $ 5,928,292   $ 4,827,003
                                            ==========    ==========    ===========   ============  ===========   ===========

<CAPTION>
                                               AL3            GS1           GS2           GS3           GS4           GS5
                                           Sub-Account    Sub-Account   Sub-Account   Sub-Account   Sub-Account   Sub-Account
                                           ------------  -------------  ------------  ------------  ------------  ------------
 INCOME AND EXPENSES:
 <S>                                       <C>           <C>            <C>           <C>           <C>           <C>
   Dividend income and capital gain
    distributions received...............   $  217,832    $   15,486    $     3,930   $    258,153  $    57,072   $   200,160
   Mortality and expense risk charges....      (33,658)      (91,000)       (10,149)      (117,224)     (42,948)      (15,062)
   Distribution expense charges..........       (4,039)      (10,920)        (1,218)       (14,067)      (5,154)       (1,807)
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Net investment income (loss)......   $  180,135    $  (86,434)   $    (7,437)  $    126,862  $     8,970   $   183,291
                                            ----------    ----------    -----------   ------------  -----------   -----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales.................   $  439,108    $  837,389    $    78,779   $  3,216,353  $   734,160   $ 3,021,499
     Cost of investments sold............     (412,110)     (718,251)       (84,883)    (2,852,418)    (783,265)   (2,936,829)
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Net realized gains (losses).......   $   26,998    $  119,138    $    (6,104)  $    363,935  $   (49,105)  $    84,670
                                            ----------    ----------    -----------   ------------  -----------   -----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.........................   $1,429,504    $3,084,374    $   257,249   $  1,966,987  $    60,122   $   277,370
     Beginning of year...................       96,395       229,353         10,059        296,953      (71,917)       16,662
                                            ----------    ----------    -----------   ------------  -----------   -----------
       Change in unrealized appreciation
        (depreciation)...................   $1,333,109    $2,855,021    $   247,190   $  1,670,034  $   132,039   $   260,708
                                            ----------    ----------    -----------   ------------  -----------   -----------
     Realized and unrealized gains
      (losses)...........................   $1,360,107    $2,974,159    $   241,086   $  2,033,969  $    82,934   $   345,378
                                            ----------    ----------    -----------   ------------  -----------   -----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS.............................   $1,540,242    $2,887,725    $   233,649   $  2,160,831  $    91,904   $   528,669
                                            ==========    ==========    ===========   ============  ===========   ===========
</TABLE>

                       See notes to financial statements

35
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                               JP1            JP2           JP3           LA1           CAS           EGS
                                           Sub-Account    Sub-Account   Sub-Account   Sub-Account   Sub-Account   Sub-Account
                                           ------------  -------------  ------------  ------------  ------------  ------------
 <S>                                       <C>           <C>            <C>           <C>           <C>           <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received...............  $ 1,037,611   $    115,004   $    27,796   $ 1,617,324   $   810,381   $   139,054
   Mortality and expense risk charges....     (108,647)       (19,007)       (7,179)     (127,444)     (105,003)     (153,257)
   Distribution expense charges..........      (13,038)        (2,281)         (861)      (15,293)      (12,600)      (18,391)
                                           -----------   ------------   -----------   -----------   -----------   -----------
       Net investment income (loss)......  $   915,926   $     93,716   $    19,756   $ 1,474,587   $   692,778   $   (32,594)
                                           -----------   ------------   -----------   -----------   -----------   -----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales.................  $ 2,008,957   $  8,056,697   $   236,007   $ 2,008,566   $ 3,044,424   $ 3,055,305
     Cost of investments sold............   (1,837,516)    (7,969,726)     (235,835)   (1,834,115)   (2,819,552)   (2,405,896)
                                           -----------   ------------   -----------   -----------   -----------   -----------
       Net realized gains (losses).......  $   171,441   $     86,971   $       172   $   174,451   $   224,872   $   649,409
                                           -----------   ------------   -----------   -----------   -----------   -----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.........................  $   413,908   $    440,742   $   335,738   $  (168,245)  $ 2,858,363   $11,182,046
     Beginning of year...................       73,661          7,372        (1,240)       21,161       629,805       777,281
                                           -----------   ------------   -----------   -----------   -----------   -----------
       Change in unrealized appreciation
        (depreciation)...................  $   340,247   $    433,370   $   336,978   $  (189,406)  $ 2,228,558   $10,404,765
                                           -----------   ------------   -----------   -----------   -----------   -----------
     Realized and unrealized gains
      (losses)...........................  $   511,688   $    520,341   $   337,150   $   (14,955)  $ 2,453,430   $11,054,174
                                           -----------   ------------   -----------   -----------   -----------   -----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS.............................  $ 1,427,614   $    614,057   $   356,906   $ 1,459,632   $ 3,146,208   $11,021,580
                                           ===========   ============   ===========   ===========   ===========   ===========

<CAPTION>
                                              HYS            MMS           UTS           GSS            TRS             MIT
                                          Sub-Account    Sub-Account   Sub-Account   Sub-Account   Sub-Account(a)  Sub-Account(a)
                                          ------------  -------------  ------------  ------------  --------------  --------------
 INCOME AND EXPENSES:
 <S>                                      <C>           <C>            <C>           <C>           <C>             <C>
   Dividend income and capital gain
    distributions received..............  $   363,601   $    253,987   $   752,022   $   261,157     $  --           $  --
   Mortality and expense risk charges...      (76,999)       (68,431)     (113,609)      (95,492)         (6,958)        (18,755)
   Distribution expense charges.........       (9,240)        (8,212)      (13,633)      (11,459)           (833)         (2,448)
                                          -----------   ------------   -----------   -----------     -----------     -----------
       Net investment income (loss).....  $   277,362   $    177,344   $   624,780   $   154,206     $    (7,791)    $   (21,203)
                                          -----------   ------------   -----------   -----------     -----------     -----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales................  $ 1,826,492   $ 10,080,035   $ 1,851,082   $ 1,930,639     $   222,400     $   246,755
     Cost of investments sold...........   (1,925,559)   (10,080,035)   (1,695,734)   (2,001,852)       (227,128)       (250,495)
                                          -----------   ------------   -----------   -----------     -----------     -----------
       Net realized gains (losses)        $   (99,067)  $    --        $   155,348   $   (71,213)    $    (4,728)    $    (3,740)
                                          -----------   ------------   -----------   -----------     -----------     -----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year........................  $    37,632   $    --        $ 2,724,754   $  (256,823)    $    21,849     $   386,232
     Beginning of year..................       (2,792)       --            203,450        13,091        --              --
                                          -----------   ------------   -----------   -----------     -----------     -----------
       Change in unrealized appreciation
        (depreciation)..................  $    40,424   $    --        $ 2,521,304   $  (269,914)    $    21,849     $   386,232
                                          -----------   ------------   -----------   -----------     -----------     -----------
     Realized and unrealized gains
      (losses)..........................  $   (58,643)  $    --        $ 2,676,652   $  (341,127)    $    17,121     $   382,492
                                          -----------   ------------   -----------   -----------     -----------     -----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS............................  $   218,719   $    177,344   $ 3,301,432   $  (186,921)    $     9,330     $   361,289
                                          ===========   ============   ===========   ===========     ===========     ===========
</TABLE>

(a) For the period May 17, 1999 (commencement of operations) through
December 31, 1999.

                       See notes to financial statements

                                                                              36
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                            NWD             MIS            OP1           OP2            OP3             OP4
                                       Sub-Account(a)  Sub-Account(a)  Sub-Account   Sub-Account   Sub-Account(a)  Sub-Account(a)
                                       --------------  --------------  ------------  ------------  --------------  --------------
 <S>                                   <C>             <C>             <C>           <C>           <C>             <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received...........     $ --           $  --         $   269,757   $    97,793    $      6,172      $   7,352
   Mortality and expense risk
    charges..........................        (5,882)        (18,211)      (109,530)      (30,634)        (22,359)       (13,016)
   Distribution expense charges......          (510)         (2,185)       (13,144)       (3,677)         (2,683)        (1,562)
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Net investment income
        (loss).......................     $  (6,392)     $  (20,396)   $   147,083   $    63,482    $    (18,870)     $  (7,226)
                                          ---------      ----------    -----------   -----------    ------------      ---------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales.............     $ 167,789      $  221,950    $ 2,741,376   $ 2,320,501    $  1,102,903      $ 479,527
     Cost of investments sold........      (142,292)       (191,232)    (2,691,665)   (2,304,988)     (1,068,470)      (477,589)
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Net realized gains (losses)...     $  25,497      $   30,718    $    49,711   $    15,513    $     34,433      $   1,938
                                          ---------      ----------    -----------   -----------    ------------      ---------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.....................     $ 457,940      $1,220,338    $  (115,746)  $   589,498    $    (15,639)     $  (2,013)
     Beginning of year...............       --              --             201,803        41,964          28,952             54
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Change in unrealized
        appreciation (depreciation)..     $ 457,940      $1,220,338    $  (317,549)  $   547,534    $    (44,591)     $  (2,067)
                                          ---------      ----------    -----------   -----------    ------------      ---------
     Realized and unrealized gains
      (losses).......................     $ 483,437      $1,251,056    $  (267,838)  $   563,047    $    (10,158)     $    (129)
                                          ---------      ----------    -----------   -----------    ------------      ---------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS....................     $ 477,045      $1,230,660    $  (120,755)  $   626,529    $    (29,028)     $  (7,355)
                                          =========      ==========    ===========   ===========    ============      =========

<CAPTION>
                                            SB1             SB2            SB3           SB4            SCA1            SCA2
                                        Sub-Account     Sub-Account    Sub-Account   Sub-Account    Sub-Account     Sub-Account
                                       --------------  --------------  ------------  ------------  --------------  --------------
 INCOME AND EXPENSES:
 <S>                                   <C>             <C>             <C>           <C>           <C>             <C>
   Dividend income and capital gain
    distributions received...........     $  12,405      $    3,356    $   338,324   $   159,436    $    168,701      $ 184,000
   Mortality and expense risk
    charges..........................        (3,905)         (7,109)       (64,914)      (64,618)        (42,246)       (37,321)
   Distribution expense charges......          (468)           (853)        (7,789)       (7,754)         (5,069)        (4,479)
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Net investment income
        (loss).......................     $   8,032      $   (4,606)   $   265,621   $    87,064    $    121,386      $ 142,200
                                          ---------      ----------    -----------   -----------    ------------      ---------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales.............     $  60,590      $  179,526    $ 1,625,079   $ 1,052,022    $ 37,206,979      $ 767,441
     Cost of investments sold........       (52,391)       (157,572)    (1,668,046)   (1,022,206)    (37,206,979)      (795,277)
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Net realized gains (losses)...     $   8,199      $   21,954    $   (42,967)  $    29,816    $   --            $ (27,836)
                                          ---------      ----------    -----------   -----------    ------------      ---------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.....................     $  68,433      $   52,807    $  (311,911)  $  (145,524)   $   --            $(167,137)
     Beginning of year...............        23,271          19,454        (66,852)       64,469        --                   21
                                          ---------      ----------    -----------   -----------    ------------      ---------
       Change in unrealized
        appreciation (depreciation)..     $  45,162      $   33,353    $  (245,059)  $  (209,993)   $   --            $(167,158)
                                          ---------      ----------    -----------   -----------    ------------      ---------
     Realized and unrealized gains
      (losses).......................     $  53,361      $   55,307    $  (288,026)  $  (180,177)   $   --            $(194,994)
                                          ---------      ----------    -----------   -----------    ------------      ---------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS....................     $  61,393      $   50,701    $   (22,405)  $   (93,113)   $    121,386      $ (52,794)
                                          =========      ==========    ===========   ===========    ============      =========
</TABLE>

(a) For the period May 17, 1999 (commencement of operations) through
December 31, 1999.

                       See notes to financial statements

37
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                               SCA3           SCA4            SCA5            SCA6
                                           Sub-Account   Sub-Account(b)  Sub-Account(b)  Sub-Account(b)
                                           ------------  --------------  --------------  --------------
 <S>                                       <C>           <C>             <C>             <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received...............   $  69,130     $   --            $ 85,814       $      960
   Mortality and expense risk charges....      (6,505)         (2,734)        (6,615)          (1,219)
   Distribution expense charges..........        (781)           (328)          (794)            (146)
                                            ---------     -----------       --------       ----------
       Net investment income (loss)......   $  61,844     $    (3,062)      $ 78,405       $     (405)
                                            ---------     -----------       --------       ----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales.................   $ 208,090     $    48,920       $ 66,470       $   16,985
     Cost of investments sold............    (210,500)        (42,939)       (62,839)         (16,088)
                                            ---------     -----------       --------       ----------
       Net realized gains (losses).......   $  (2,410)    $     5,981       $  3,631       $      897
                                            ---------     -----------       --------       ----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.........................   $ (70,481)    $   217,754       $437,614       $   53,913
     Beginning of year...................          97         --             --               --
                                            ---------     -----------       --------       ----------
       Change in unrealized appreciation
        (depreciation)...................   $ (70,578)    $   217,754       $437,614       $   53,913
                                            ---------     -----------       --------       ----------
     Realized and unrealized gains
      (losses)...........................   $ (72,988)    $   223,735       $441,245       $   54,810
                                            ---------     -----------       --------       ----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS.............................   $ (11,144)    $   220,673       $519,650       $   54,405
                                            =========     ===========       ========       ==========

<CAPTION>
                                               WP1            WP2             WP3             WP4
                                           Sub-Account    Sub-Account     Sub-Account     Sub-Account
                                           ------------  --------------  --------------  --------------
 INCOME AND EXPENSES:
 <S>                                       <C>           <C>             <C>             <C>
   Dividend income and capital gain
    distributions received...............   $  82,166     $    10,813       $     90       $   99,138
   Mortality and expense risk charges....      (6,943)         (7,972)        (3,107)         (14,040)
   Distribution expense charges..........        (833)           (956)          (372)          (1,685)
                                            ---------     -----------       --------       ----------
       Net investment income (loss)......   $  74,390     $     1,885       $ (3,389)      $   83,413
                                            ---------     -----------       --------       ----------
 REALIZED AND UNREALIZED GAINS (LOSSES):
   Realized gains (losses) on investment
    transactions:
     Proceeds from sales.................   $ 365,750     $ 8,522,934       $ 85,336       $  382,926
     Cost of investments sold............    (283,628)     (8,396,121)       (78,855)        (325,671)
                                            ---------     -----------       --------       ----------
       Net realized gains (losses).......   $  82,122     $   126,813       $  6,481       $   57,255
                                            ---------     -----------       --------       ----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year.........................   $ 334,249     $   283,627       $202,317       $1,104,711
     Beginning of year...................      (3,352)         (1,858)         7,438           29,531
                                            ---------     -----------       --------       ----------
       Change in unrealized appreciation
        (depreciation)...................   $ 337,601     $   285,485       $194,879       $1,075,180
                                            ---------     -----------       --------       ----------
     Realized and unrealized gains
      (losses)...........................   $ 419,723     $   412,298       $201,360       $1,132,435
                                            ---------     -----------       --------       ----------
 INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS.............................   $ 494,113     $   414,183       $197,971       $1,215,848
                                            =========     ===========       ========       ==========
</TABLE>

(b) For the period September 13, 1999 (commencement of operations) through
December 31, 1999.

                       See notes to financial statements

                                                                              38
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                AIM1                            AIM2                            AIM3
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (a)          1999          1998 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....    $  163,990      $     (159)    $   663,433      $  144,861     $    64,741      $   32,869
  Net realized gains (losses).....        82,737          (6,126)        133,152           2,691         468,336            (547)
  Net unrealized gains (losses)...     1,987,730         128,463       3,381,331         230,796       4,897,906         401,885
                                      ----------      ----------     -----------      ----------     -----------      ----------
      Increase (Decrease) in net
       assets from operations.....    $2,234,457      $  122,178     $ 4,177,916      $  378,348     $ 5,430,983      $  434,207
                                      ----------      ----------     -----------      ----------     -----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....    $3,190,508      $1,229,109     $ 8,313,278      $2,015,774     $ 8,663,899      $2,099,297
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     2,389,362         212,774       9,156,077         193,750        13,693,105     1,293,608
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (291,401)        (10,395)       (396,819)        (18,667)       (634,386)        (50,636)
                                      ----------      ----------     -----------      ----------     -----------      ----------
      Net accumulation activity...    $5,288,469      $1,431,488     $17,072,536      $2,190,857     $21,722,618      $3,342,269
                                      ----------      ----------     -----------      ----------     -----------      ----------
  Annuitization activity:
    Annuitizations................    $   21,703      $   --         $    88,023      $   --         $    68,415      $   --
    Annuity payments..............          (947)         --              (2,232)         --                (645)         --
    Adjustments to annuity
     reserve......................        (1,572)         --              (1,153)         --               3,276          --
                                      ----------      ----------     -----------      ----------     -----------      ----------
      Net annuitization
       activity...................    $   19,184      $   --         $    84,638      $   --         $    71,046      $   --
                                      ----------      ----------     -----------      ----------     -----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................    $5,307,653      $1,431,488     $17,157,174      $2,190,857     $21,793,664      $3,342,269
                                      ----------      ----------     -----------      ----------     -----------      ----------
    Increase (Decrease) in net
     assets.......................    $7,542,110      $1,553,666     $21,335,090      $2,569,205     $27,224,647      $3,776,476
NET ASSETS:
  Beginning of year...............     1,553,666          --           2,569,205          --           3,776,476          --
                                      ----------      ----------     -----------      ----------     -----------      ----------
  End of year.....................    $9,095,776      $1,553,666     $23,904,295      $2,569,205     $31,001,123      $3,776,476
                                      ==========      ==========     ===========      ==========     ===========      ==========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

39
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                AIM4                             AL1                             AL2
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (b)          1999          1998 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   511,149      $    8,211     $   811,033      $    6,203     $   199,713      $    6,890
  Net realized gains (losses).....       532,235         (51,782)        600,520         (18,561)        359,230          (5,236)
  Net unrealized gains (losses)...     5,018,327         135,808       4,516,739         496,292       4,268,060         271,924
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Increase (Decrease) in net
       assets from operations.....   $ 6,061,711      $   92,237     $ 5,928,292      $  483,934     $ 4,827,003      $  273,578
                                     -----------      ----------     -----------      ----------     -----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 4,140,973      $1,910,796     $12,748,856      $2,399,047     $ 5,097,716      $1,751,908
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     7,199,126         416,832      16,707,964         768,779       8,333,556         350,911
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (465,245)         (8,627)     (1,047,363)        (12,258)       (821,155)        (47,719)
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Net accumulation activity...   $10,874,854      $2,319,001     $28,409,457      $3,155,568     $12,610,117      $2,055,100
                                     -----------      ----------     -----------      ----------     -----------      ----------
  Annuitization activity:
    Annuitizations................   $    87,014      $   --         $    85,342      $   --         $    99,349      $   --
    Annuity payments..............        (5,593)         --              (1,306)         --              (6,928)         --
    Adjustments to annuity
     reserve......................        (1,819)         --               2,825          --              (1,193)         --
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Net annuitization
       activity...................   $    79,602      $   --         $    86,861      $   --         $    91,228      $   --
                                     -----------      ----------     -----------      ----------     -----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $10,954,456      $2,319,001     $28,496,318      $3,155,568     $12,701,345      $2,055,100
                                     -----------      ----------     -----------      ----------     -----------      ----------
    Increase (Decrease) in net
     assets.......................   $17,016,167      $2,411,238     $34,424,610      $3,639,502     $17,528,348      $2,328,678
NET ASSETS:
  Beginning of year...............     2,411,238          --           3,639,502          --           2,328,678          --
                                     -----------      ----------     -----------      ----------     -----------      ----------
  End of year.....................   $19,427,405      $2,411,238     $38,064,112      $3,639,502     $19,857,026      $2,328,678
                                     ===========      ==========     ===========      ==========     ===========      ==========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

                                                                              40
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 AL3                             GS1                             GS2
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (b)          1999          1998 (c)          1999          1998 (a)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....    $  180,135       $ (1,923)     $   (86,434)     $   (6,002)     $   (7,437)      $   (383)
  Net realized gains (losses).....        26,998         (3,015)         119,138          (6,745)         (6,104)        (5,269)
  Net unrealized gains (losses)...     1,333,109         96,395        2,855,021         229,353         247,190         10,059
                                      ----------       --------      -----------      ----------      ----------       --------
      Increase (Decrease) in net
       assets from operations.....    $1,540,242       $ 91,457      $ 2,887,725      $  216,606      $  233,649       $  4,407
                                      ----------       --------      -----------      ----------      ----------       --------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....    $2,088,417       $437,232      $ 4,819,708      $1,763,717      $  314,158       $258,204
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     2,244,048        285,561        5,800,687         357,499         981,739         20,679
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (126,620)        (8,294)        (346,821)         (8,712)        (33,270)          (614)
                                      ----------       --------      -----------      ----------      ----------       --------
      Net accumulation activity...    $4,205,845       $714,499      $10,273,574      $2,112,504      $1,262,627       $278,269
                                      ----------       --------      -----------      ----------      ----------       --------
  Annuitization activity:
    Annuitizations................    $   59,038       $  --         $    93,264      $   --          $   19,466       $  --
    Annuity payments..............          (542)         --              (5,717)         --                (750)         --
    Adjustments to annuity
     reserve......................            66          --              (2,494)         --              (2,307)         --
                                      ----------       --------      -----------      ----------      ----------       --------
      Net annuitization
       activity...................    $   58,562       $  --         $    85,053      $   --          $   16,409       $  --
                                      ----------       --------      -----------      ----------      ----------       --------
  Increase (Decrease) in net
   assets from participant
   transactions...................    $4,264,407       $714,499      $10,358,627      $2,112,504      $1,279,036       $278,269
                                      ----------       --------      -----------      ----------      ----------       --------
    Increase (Decrease) in net
     assets.......................    $5,804,649       $805,956      $13,246,352      $2,329,110      $1,512,685       $282,676
NET ASSETS:
  Beginning of year...............       805,956          --           2,329,110          --             282,676          --
                                      ----------       --------      -----------      ----------      ----------       --------
  End of year.....................    $6,610,605       $805,956      $15,575,462      $2,329,110      $1,795,361       $282,676
                                      ==========       ========      ===========      ==========      ==========       ========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.
(c) For the period March 12, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

41
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 GS3                             GS4                             GS5
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (a)          1999          1998 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   126,862      $     (858)     $    8,970      $    6,362      $  183,291       $    866
  Net realized gains (losses).....       363,935          (9,820)        (49,105)         (8,821)         84,670         (2,816)
  Net unrealized gains (losses)...     1,670,034         296,953         132,039         (71,917)        260,708         16,662
                                     -----------      ----------      ----------      ----------      ----------       --------
      Increase (Decrease) in net
       assets from operations.....   $ 2,160,831      $  286,275      $   91,904      $  (74,376)     $  528,669       $ 14,712
                                     -----------      ----------      ----------      ----------      ----------       --------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 4,503,362      $2,581,300      $1,294,500      $1,443,172      $  840,435       $238,188
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     8,595,492         407,943       2,400,908         493,897       1,051,801         72,560
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (498,099)        (56,166)       (203,335)        (13,813)        (37,988)           (76)
                                     -----------      ----------      ----------      ----------      ----------       --------
      Net accumulation activity...   $12,600,755      $2,933,077      $3,492,073      $1,923,256      $1,854,248       $310,672
                                     -----------      ----------      ----------      ----------      ----------       --------
  Annuitization activity:
    Annuitizations................   $    37,472      $   --          $   --          $   --          $   20,676       $  --
    Annuity payments..............        (2,065)         --              --              --                (911)         --
    Adjustments to annuity
     reserve......................           (43)         --              --              --                (674)         --
                                     -----------      ----------      ----------      ----------      ----------       --------
      Net annuitization
       activity...................   $    35,364      $   --          $   --          $   --          $   19,091       $  --
                                     -----------      ----------      ----------      ----------      ----------       --------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $12,636,119      $2,933,077      $3,492,073      $1,923,256      $1,873,339       $310,672
                                     -----------      ----------      ----------      ----------      ----------       --------
    Increase (Decrease) in net
     assets.......................   $14,796,950      $3,219,352      $3,583,977      $1,848,880      $2,402,008       $325,384
NET ASSETS:
  Beginning of year...............     3,219,352          --           1,848,880          --             325,384          --
                                     -----------      ----------      ----------      ----------      ----------       --------
  End of year.....................   $18,016,302      $3,219,352      $5,432,857      $1,848,880      $2,727,392       $325,384
                                     ===========      ==========      ==========      ==========      ==========       ========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 17, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

                                                                              42
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 JP1                             JP2                             JP3
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (a)          1999          1998 (a)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   915,926      $  232,080      $   93,716       $  2,468       $   19,756       $  3,318
  Net realized gains (losses).....       171,441         (42,054)         86,971         (1,892)             172         (3,060)
  Net unrealized gains (losses)...       340,247          73,661         433,370          7,372          336,978         (1,240)
                                     -----------      ----------      ----------       --------       ----------       --------
      Increase (Decrease) in net
       assets from operations.....   $ 1,427,614      $  263,687      $  614,057       $  7,948       $  356,906       $   (982)
                                     -----------      ----------      ----------       --------       ----------       --------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 4,908,483      $1,481,091      $1,032,722       $401,185       $  556,222       $126,177
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     6,352,530       1,474,721       1,243,965         78,547          412,896         65,945
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (556,977)        (33,652)       (95,728)        (2,264)          (18,773)          (770)
                                     -----------      ----------      ----------       --------       ----------       --------
      Net accumulation activity...   $10,704,036      $2,922,160      $2,180,959       $477,468       $  950,345       $191,352
                                     -----------      ----------      ----------       --------       ----------       --------
  Annuitization activity:
    Annuitizations................   $    77,078      $   --          $   18,651       $  --          $   --           $  --
    Annuity payments..............        (1,035)         --                (844)         --              --              --
    Adjustments to annuity
     reserve......................           150          --                (700)         --              --              --
                                     -----------      ----------      ----------       --------       ----------       --------
      Net annuitization
       activity...................   $    76,193      $   --          $   17,107       $  --          $   --           $  --
                                     -----------      ----------      ----------       --------       ----------       --------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $10,780,229      $2,922,160      $2,198,066       $477,468       $  950,345       $191,352
                                     -----------      ----------      ----------       --------       ----------       --------
    Increase (Decrease) in net
     assets.......................   $12,207,843      $3,185,847      $2,812,123       $485,416       $1,307,251       $190,370
NET ASSETS:
  Beginning of year...............     3,185,847          --             485,416          --             190,370          --
                                     -----------      ----------      ----------       --------       ----------       --------
  End of year.....................   $15,393,690      $3,185,847      $3,297,539       $485,416       $1,497,621       $190,370
                                     ===========      ==========      ==========       ========       ==========       ========
</TABLE>

(a) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements
43
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 LA1                             CAS                             EGS
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (b)          1999          1998 (c)          1999          1998 (a)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $ 1,474,587      $  193,351     $   692,778      $   (9,437)    $   (32,594)     $   (9,825)
  Net realized gains (losses).....       174,451          (3,464)        224,872         (34,447)        649,409         (43,942)
  Net unrealized gains (losses)...      (189,406)         21,161       2,228,558         629,805      10,404,765         777,281
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Increase (Decrease) in net
       assets from operations.....   $ 1,459,632      $  211,048     $ 3,146,208      $  585,921     $11,021,580      $  723,514
                                     -----------      ----------     -----------      ----------     -----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 6,119,781      $2,829,156     $ 3,621,357      $1,880,023     $ 7,852,516      $3,011,641
    Net transfers between
     Sub-Accounts and Fixed
     Account......................    10,627,992         363,979       3,950,702       2,200,342       8,176,327       1,178,725
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (621,174)        (21,905)       (385,338)        (47,046)       (925,614)        (36,641)
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Net accumulation activity...   $16,126,599      $3,171,230     $ 7,186,721      $4,033,319     $15,103,229      $4,153,725
                                     -----------      ----------     -----------      ----------     -----------      ----------
  Annuitization activity:
    Annuitizations................   $   --           $   --          $   53,269      $   --         $   126,228      $   --
    Annuity payments..............       --               --              (3,083)         --              (3,973)         --
    Adjustments to annuity
     reserve......................       --               --              (1,863)         --               9,690          --
                                     -----------      ----------     -----------      ----------     -----------      ----------
      Net annuitization
       activity...................   $   --           $   --         $    48,323      $   --         $   131,945      $   --
                                     -----------      ----------     -----------      ----------     -----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $16,126,599      $3,171,230     $ 7,235,044      $4,033,319     $15,235,174      $4,153,725
                                     -----------      ----------     -----------      ----------     -----------      ----------
    Increase (Decrease) in net
     assets.......................   $17,586,231      $3,382,278     $10,381,252      $4,619,240     $26,256,754      $4,877,239
NET ASSETS:
  Beginning of year...............     3,382,278          --           4,619,240          --           4,877,239          --
                                     -----------      ----------     -----------      ----------     -----------      ----------
  End of year.....................   $20,968,509      $3,382,278     $15,000,492      $4,619,240     $31,133,993      $4,877,239
                                     ===========      ==========     ===========      ==========     ===========      ==========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.
(c) For the period February 26, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

                                                                              44
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 HYS                             MMS                             UTS
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (c)          1999          1998 (a)          1999          1998 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   277,362      $    (239)      $  177,344      $   48,895     $   624,780      $   (7,859)
  Net realized gains (losses).....       (99,067)       (17,756)         --               --             155,348          (1,131)
  Net unrealized gains (losses)...        40,424         (2,792)         --               --           2,521,304         203,450
                                     -----------      ----------      ----------      ----------     -----------      ----------
      Increase (Decrease) in net
       assets from operations.....   $   218,719      $  (20,787)     $  177,344      $   48,895     $ 3,301,432      $  194,460
                                     -----------      ----------      ----------      ----------     -----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 3,074,357      $1,355,408      $  308,389      $5,275,423     $ 4,077,024      $1,634,726
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     7,484,053         786,221       4,197,928      (1,482,996)      9,168,485       1,078,739
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (462,273)         (6,849)     (1,455,384)        (11,403)       (781,083)        (10,177)
                                     -----------      ----------      ----------      ----------     -----------      ----------
      Net accumulation activity...   $10,096,137      $2,134,780      $3,050,933      $3,781,024     $12,464,426      $2,703,288
                                     -----------      ----------      ----------      ----------     -----------      ----------
  Annuitization activity:
    Annuitizations................   $    80,858      $   --          $   --          $   --         $   179,007      $   --
    Annuity payments..............        (4,094)         --              --              --              (3,339)         --
    Adjustments to annuity
     reserve......................          (348)         --              --              --              (1,085)         --
                                     -----------      ----------      ----------      ----------     -----------      ----------
      Net annuitization
       activity...................   $    76,416      $   --          $   --          $   --         $   174,583      $   --
                                     -----------      ----------      ----------      ----------     -----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $10,172,553      $2,134,780      $3,050,933      $3,781,024     $12,639,009      $2,703,288
                                     -----------      ----------      ----------      ----------     -----------      ----------
    Increase (Decrease) in net
     assets.......................   $10,391,272      $2,113,993      $3,228,277      $3,829,919     $15,940,441      $2,897,748
NET ASSETS:
  Beginning of year...............     2,113,993          --           3,829,919          --           2,897,748         --
                                     -----------      ----------      ----------      ----------     -----------      ----------
  End of year.....................   $12,505,265      $2,113,993      $7,058,196      $3,829,919     $18,838,189      $2,897,748
                                     ===========      ==========      ==========      ==========     ===========      ==========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through December
31, 1998.
(c) For the period February 26, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

45
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 GSS                     TRS             MIT             NWD             MIS
                                             Sub-Account             Sub-Account     Sub-Account     Sub-Account     Sub-Account
                                    -----------------------------   -------------   -------------   -------------   -------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)        1999 (b)        1999 (b)        1999 (b)        1999 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   154,206      $ (5,092)       $ (7,791)       $(21,203)        $ (6,392)       $(20,396)
  Net realized gains (losses).....       (71,213)       23,326          (4,728)         (3,740)          25,497          30,718
  Net unrealized gains (losses)...      (269,914)       13,091          21,849         386,232          457,940       1,220,338
                                     -----------      ----------      ----------      ----------      ----------      ----------
      Increase (Decrease) in net
       assets from operations.....   $  (186,921)     $ 31,325        $  9,330        $361,289         $477,045      $1,230,660
                                     -----------      ----------      ----------      ----------      ----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 3,214,716     $1,300,822      $1,944,130      $3,992,136        $720,822      $4,452,860
    Net transfers between
     Sub-Accounts and Fixed
     Account......................    10,679,042        323,387         749,019       3,540,232         782,394       2,713,276
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (493,591)       (92,714)       (116,117)        (70,811)         (6,830)       (187,257)
                                     -----------      ----------      ----------      ----------      ----------      ----------
      Net accumulation activity...   $13,400,167     $1,531,495      $2,577,032      $7,461,557      $1,496,386      $6,978,879
                                     -----------      ----------      ----------      ----------      ----------      ----------
  Annuitization activity:
    Annuitizations................   $    26,994      $ 40,389         $ 79,374        $  4,029        $  --            $133,744
    Annuity payments..............        (4,351)       (1,490)           --               (181)          --                (333)
    Annuity transfers.............       --             40,390            --              --              --              --
    Adjustments to annuity
     reserve......................          (534)         (475)              17            (182)          --               4,173
                                     -----------      ----------      ----------      ----------      ----------      ----------
      Net annuitization
       activity...................   $    22,109      $ 78,814         $ 79,391        $  3,666        $  --            $137,584
                                     -----------      ----------      ----------      ----------      ----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $13,422,276     $1,610,309      $2,656,423      $7,465,223      $1,496,386      $7,116,463
                                     -----------      ----------      ----------      ----------      ----------      ----------
    Increase (Decrease) in net
     assets.......................   $13,235,355     $1,641,634      $2,665,753      $7,826,512      $1,973,431      $8,347,123
NET ASSETS:
  Beginning of year...............     1,641,634         --              --              --              --              --
                                     -----------      ----------      ----------      ----------      ----------      ----------
  End of year.....................   $14,876,989     $1,641,634      $2,665,753      $7,826,512      $1,973,431      $8,347,123
                                     ===========      ==========      ==========      ==========      ==========      ==========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period May 17, 1999 (commencement of operations) through December
31, 1999.

                       See notes to financial statements

                                                                              46
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 OP1                             OP2                             OP3
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (a)          1999          1998 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....   $   147,083       $(13,451)       $ 63,482         $  235         $(18,870)       $(1,846
  Net realized gains (losses).....        49,711        (15,929)         15,513        (19,298)          34,433         (7,219)
  Net unrealized gains (losses)...      (317,549)       201,803         547,534         41,964          (44,591)        28,952
                                     -----------      ----------      ----------       --------       ----------       --------
      Increase (Decrease) in net
       assets from operations.....   $  (120,755)      $172,423        $626,529        $22,901         $(29,028)       $19,887
                                     -----------      ----------      ----------       --------       ----------       --------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $ 2,729,165     $2,532,266      $1,550,529       $772,014         $485,930       $507,596
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     6,567,188      1,176,486       1,198,601        114,451        1,779,308        197,133
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (574,346)       (21,619)       (132,625)        (3,783)        (129,696)        (8,885)
                                     -----------      ----------      ----------       --------       ----------       --------
      Net accumulation activity...   $ 8,722,007     $3,687,133      $2,616,505       $882,682       $2,135,542       $695,844
                                     -----------      ----------      ----------       --------       ----------       --------
  Annuitization activity:
    Annuitizations................   $    11,643      $  --            $ 42,401         $ --           $ 11,596         $ --
    Annuity payments..............          (586)        --              (2,165)          --               (845)          --
    Adjustments to annuity
     reserve......................           248         --                (667)          --             (1,085)          --
                                     -----------      ----------      ----------       --------       ----------       --------
      Net annuitization
       activity...................   $    11,305      $  --            $ 39,569         $ --           $  9,666         $ --
                                     -----------      ----------      ----------       --------       ----------       --------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $ 8,733,312     $3,687,133      $2,656,074       $882,682       $2,145,208       $695,844
                                     -----------      ----------      ----------       --------       ----------       --------
    Increase (Decrease) in net
     assets.......................   $ 8,612,557     $3,859,556      $3,282,603       $905,583       $2,116,180       $715,731
NET ASSETS:
  Beginning of year...............     3,859,556         --             905,583          --             715,731          --
                                     -----------      ----------      ----------       --------       ----------       --------
  End of year.....................   $12,472,113     $3,859,556      $4,188,186       $905,583       $2,831,911       $715,731
                                     ===========      ==========      ==========       ========       ==========       ========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through December
31, 1998.

                       See notes to financial statements

47
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 OP4                             SB1                             SB2
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (b)          1999          1998 (a)          1999          1998 (a)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....    $  (7,226)         $ (1)          $8,032          $3,553         $(4,606)        $  (252)
  Net realized gains (losses).....        1,938           --             8,199          (1,757)         21,954            (857)
  Net unrealized gains (losses)...       (2,067)           54           45,162          23,271          33,353          19,454
                                      ----------        ------         --------        --------        --------        --------
      Increase (Decrease) in net
       assets from operations.....    $  (7,355)         $ 53          $61,393         $25,067         $50,701         $18,345
                                      ----------        ------         --------        --------        --------        --------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $1,632,027        $1,000          $21,563        $200,980        $119,751        $263,704
    Net transfers between
     Sub-Accounts and Fixed
     Account......................      883,782           --           101,209           8,030         188,767          49,888
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................      (31,887)          --           (28,493)         (2,808)        (28,268)         (1,853)
                                      ----------        ------         --------        --------        --------        --------
      Net accumulation activity...   $2,483,922        $1,000          $94,279        $206,202        $280,250        $311,739
                                      ----------        ------         --------        --------        --------        --------
  Annuitization activity:
    Annuitizations................    $  --             $--            $ --            $ --            $ --            $ --
    Annuity payments..............       --              --              --              --              --              --
    Adjustments to annuity
     reserve......................       --              --              --              --              --              --
                                      ----------        ------         --------        --------        --------        --------
      Net annuitization
       activity...................    $  --             $--            $ --            $ --            $ --            $ --
                                      ----------        ------         --------        --------        --------        --------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $2,483,922        $1,000          $94,279        $206,202        $280,250        $311,739
                                      ----------        ------         --------        --------        --------        --------
    Increase (Decrease) in net
     assets.......................   $2,476,567        $1,053         $155,672        $231,269        $330,951        $330,084
NET ASSETS:
  Beginning of year...............        1,053           --           231,269            --           330,084            --
                                      ----------        ------         --------        --------        --------        --------
  End of year.....................   $2,477,620        $1,053         $386,941        $231,269        $661,035        $330,084
                                      ==========        ======         ========        ========        ========        ========
</TABLE>

(a) For the period March 27, 1998 (commencement of operations) through December
31, 1998.
(b) For the period December 15, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

                                                                              48
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 SB3                             SB4                            SCA1
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (b)          1999          1998 (d)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....     $265,621        $121,348        $ 87,064        $ 39,286       $ 121,386        $    3
  Net realized gains (losses).....      (42,967)          9,630          29,816          (1,146)          --              --
  Net unrealized gains (losses)...     (245,059)        (66,852)       (209,993)         64,469           --              --
                                      ----------      ----------      ----------      ----------     -----------        ------
      Increase (Decrease) in net
       assets from operations.....     $(22,405)       $ 64,126        $(93,113)       $102,609       $ 121,386        $    3
                                      ----------      ----------      ----------      ----------     -----------        ------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....     $186,390      $2,139,351        $ 31,408      $1,946,618      $9,316,611        $2,000
    Net transfers between
     Sub-Accounts and Fixed
     Account......................    4,084,937         722,156       4,100,758         945,488        2,207,048         --
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................     (416,075)        (13,933)       (391,898)        (11,783)        (299,102)        --
                                      ----------      ----------      ----------      ----------     -----------        ------
      Net accumulation activity...   $3,855,252      $2,847,574      $3,740,268      $2,880,323      $11,224,557       $2,000
                                      ----------      ----------      ----------      ----------     -----------        ------
  Annuitization activity:
    Annuitizations................     $ 30,708        $  --           $ 16,929        $  --          $   --             $--
    Annuity payments..............       (1,119)          --               (401)          --              --              --
    Adjustments to annuity
     reserve......................         (764)          --               (633)          --              --              --
                                      ----------      ----------      ----------      ----------     -----------        ------
      Net annuitization
       activity...................     $ 28,825        $  --           $ 15,895        $  --          $   --             $--
                                      ----------      ----------      ----------      ----------     -----------        ------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $3,884,077      $2,847,574      $3,756,163      $2,880,323      $11,224,557       $2,000
                                      ----------      ----------      ----------      ----------     -----------        ------
    Increase (Decrease) in net
     assets.......................   $3,861,672      $2,911,700      $3,663,050      $2,982,932      $11,345,943       $2,003
NET ASSETS:
  Beginning of year...............    2,911,700           --          2,982,932           --               2,003         --
                                      ----------      ----------      ----------      ----------     -----------        ------
  End of year.....................   $6,773,372      $2,911,700      $6,645,982      $2,982,932      $11,347,946       $2,003
                                      ==========      ==========      ==========      ==========     ===========        ======
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through December
31, 1998.
(d) For the period December 15, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

49
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                SCA2                            SCA3                    SCA4            SCA5
                                             Sub-Acount                      Sub-Acount              Sub-Acount      Sub-Acount
                                    -----------------------------   -----------------------------   -------------   -------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999          1998 (a)          1999          1998 (a)        1999 (b)        1999 (b)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....     $142,200        $    13         $ 61,844          $ (1)         $ (3,062)       $ 78,405
  Net realized gains (losses).....      (27,836)            (1)          (2,410)          --              5,981           3,631
  Net unrealized gains (losses)...     (167,158)            21          (70,578)           97           217,754         437,614
                                      ----------       -------        ----------        ------        ----------      ----------
      Increase (Decrease) in net
       assets from operations.....     $(52,794)       $    33         $(11,144)         $ 96          $220,673        $519,650
                                      ----------       -------        ----------        ------        ----------      ----------
PARTICIPANT TRANSACTIONS:
  Accumulation activity:
    Purchase payments received....   $2,424,622        $18,000         $407,264         $7,000         $278,857        $398,676
    Net transfers between
     Sub-Accounts and Fixed
     Account......................    5,953,092           --            942,992           --            863,821       2,064,556
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................     (374,597)          --            (35,618)          --            (16,360)        (16,795)
                                      ----------       -------        ----------        ------        ----------      ----------
      Net accumulation activity...   $8,003,117        $18,000       $1,314,638        $7,000        $1,126,318      $2,446,437
                                      ----------       -------        ----------        ------        ----------      ----------
  Annuitization activity:
    Annuitizations................     $278,695         $ --           $  3,427          $--           $  --           $  --
    Annuity payments..............      (10,840)          --               (216)          --              --              --
    Adjustments to annuity
     reserve......................        5,275           --              7,216           --              --              --
                                      ----------       -------        ----------        ------        ----------      ----------
      Net annuitization
       activity...................     $273,130         $ --           $ 10,427          $--           $  --           $  --
                                      ----------       -------        ----------        ------        ----------      ----------
  Increase (Decrease) in net
   assets from participant
   transactions...................   $8,276,247        $18,000       $1,325,065        $7,000        $1,126,318      $2,446,437
                                      ----------       -------        ----------        ------        ----------      ----------
    Increase (Decrease) in net
     assets.......................   $8,223,453        $18,033       $1,313,921        $7,096        $1,346,991      $2,966,087
NET ASSETS:
  Beginning of year...............       18,033           --              7,096           --              --              --
                                      ----------       -------        ----------        ------        ----------      ----------
  End of year.....................   $8,241,486        $18,033       $1,321,017        $7,096        $1,346,991      $2,966,087
                                      ==========       =======        ==========        ======        ==========      ==========
</TABLE>

(a) For the period December 15, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period May 17, 1999 (commencement of operations) through December
31, 1999.

                       See notes to financial statements

                                                                              50
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                      SCA6                     WP1                             WP2
                                                   Sub-Acount              Sub-Acount                      Sub-Acount
                                                  -------------   -----------------------------   -----------------------------
                                                   Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                                  December 31,    December 31,    December 31,    December 31,    December 31,
                                                    1999 (c)          1999          1998 (a)          1999          1998 (b)
                                                  -------------   -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)..................     $ (405)        $ 74,390         $ (679)        $  1,885         $(1,361)
  Net realized gains (losses)...................        897           82,122         (4,817)         126,813        (33,030)
  Net unrealized gains (losses).................     53,913          337,601         (3,352)         285,485         (1,858)
                                                     --------       ----------       --------       ----------       --------
      Increase (Decrease) in net assets from
       operations...............................     $54,405        $494,113         $(8,848)       $414,183        ($36,249)
                                                     --------       ----------       --------       ----------       --------
  Accumulation activity:
    Purchase payments received..................     $41,486        $444,605        1$33,941        $260,046        1$69,921
    Net transfers between Sub-Accounts and Fixed
     Account....................................     406,855       1,127,692          40,476         446,267          32,859
    Withdrawals, surrenders, annuitizations and
     contract charges...........................      (1,944)        (34,519)           (742)        (77,459)           (879)
                                                     --------       ----------       --------       ----------       --------
      Net accumulation activity.................    $446,397      $1,537,778        $173,675        $628,854        $201,901
                                                     --------       ----------       --------       ----------       --------
  Annuitization activity:
    Annuitizations..............................     $ --           $ 17,475         $ --           $  --            $ --
    Annuity payments............................       --               (925)          --              --              --
    Adjustments to annuity reserve..............      5,356          (10,499)          --              --              --
                                                     --------       ----------       --------       ----------       --------
      Net annuitization activity................     $5,356         $  6,051         $ --           $  --            $ --
                                                     --------       ----------       --------       ----------       --------
  Increase (Decrease) in net assets from
   participant transactions.....................    $451,753       $1,543,829       $173,675        $628,854        $201,901
                                                     --------       ----------       --------       ----------       --------
    Increase (Decrease) in net assets...........    $506,158       $2,037,942       $164,827       $1,043,037       $165,652
NET ASSETS:
  Beginning of year.............................       --            164,827           --            165,652           --
                                                     --------       ----------       --------       ----------       --------
  End of year...................................    $506,158       $2,202,769       $164,827       $1,208,689       $165,652
                                                     ========       ==========       ========       ==========       ========
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through December
31, 1998.
(c) For the period May 17, 1999 (commencement of operations) through December
31, 1999.

                       See notes to financial statements

51
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                                           WP3                             WP4
                                                                       Sub-Account                     Sub-Account
                                                              -----------------------------   -----------------------------
                                                               Year Ended      Year Ended      Year Ended      Year Ended
                                                              December 31,    December 31,    December 31,    December 31,
                                                                  1999          1998 (a)          1999          1998 (a)
                                                              -------------   -------------   -------------   -------------
<S>                                                           <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)..............................     $(3,389)        $ (535)        $ 83,413         $(2,271)
  Net realized gains (losses)...............................       6,481           (239)          57,255         (26,102)
  Net unrealized gains (losses).............................     194,879          7,438        1,075,180          29,531
                                                                 --------        --------       ----------       --------
      Increase (Decrease) in net assets from operations.....    $197,971         $6,664        $1,215,848         $1,158
                                                                 --------        --------       ----------       --------
PARTICIPATION TRANSACTIONS:
  Accumulation activity:
    Purchase payments received..............................    $118,924        $113,755        $528,621        $378,201
    Net transfers between Sub-Accounts and Fixed Account....     322,835          17,358       1,685,706          (5,371)
    Withdrawals, surrenders, annuitizations and contract
     charges................................................     (36,788)           (830)        (56,865)         (2,707)
                                                                 --------        --------       ----------       --------
      Net accumulation activity.............................    $404,971        $130,283      $2,157,462        $370,123
                                                                 --------        --------       ----------       --------
  Annuitization activity:
    Annuitizations..........................................     $18,900         $ --           $  --            $ --
    Annuity payments........................................        (794)          --              --              --
    Annuity transfers.......................................       --              --              --              --
                                                                 --------        --------       ----------       --------
    Adjustments to annuity reserve..........................      (7,889)          --              --              --
                                                                 --------        --------       ----------       --------
      Net annuitization activity............................     $10,217         $ --           $  --            $ --
                                                                 --------        --------       ----------       --------
  Increase (Decrease) in net assets from participant
   transactions.............................................    $415,188        $130,283       $2,157,462       $370,123
    Increase (Decrease) in net assets.......................    $613,159        $136,947       $3,373,310       $371,281
NET ASSETS:
  Beginning of year.........................................     136,947            --            371,281           --
                                                                 --------        --------       ----------       --------
  End of year...............................................    $750,106        $136,947       $3,744,591       $371,281
                                                                 ========        ========       ==========       ========
</TABLE>

(a) For the period March 27, 1998 (commencement of operations) through
December 31, 1998.

                       See notes to financial statements

                                                                              52
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION
Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") is a
separate account of Sun Life Assurance Company of Canada (U.S.), (the
"Sponsor"), and was established on July 13, 1989 as a funding vehicle for the
variable portion of Futurity contracts, Futurity II contracts, Futurity Focus
contracts and Futurity Accolade contracts (collectively, the "Contracts") and
certain other group and individual fixed and variable annuity contracts issued
by the Sponsor. The Variable Account is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 as a unit
investment trust.

The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account is invested in shares of a single corresponding investment portfolio
of certain registered open-end mutual funds. With respect to the Futurity
contracts, the Funds are: AIM Variable Insurance Funds, Inc., The Alger American
Fund, Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord
Abbett Series Fund, Inc., MFS/ Sun Life Series Trust, OCC Accumulation Trust,
Salomon Brothers Variable Series Funds Inc. and Warburg Pincus Trust. With
respect to the Futurity II contracts, the Funds are: AIM Variable Insurance
Funds, Inc., The Alger American Fund, Goldman Sachs Variable Insurance Trust,
J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series
Trust, OCC Accumulation Trust, Sun Capital Advisers Trust and Warburg Pincus
Trust. With respect to the Futurity Focus contracts, the Funds are: AIM Variable
Insurance Funds, Inc., The Alger American Fund, Goldman Sachs Variable Insurance
Trust, J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life
Series Trust, OCC Accumulation Trust, Sun Capital Advisers Trust and Warburg
Pincus Trust. With respect to the Futurity Accolade contracts, the Funds are:
AIM Variable Insurance Funds, Inc., The Alger American Fund, Goldman Sachs
Variable Insurance Trust, J.P. Morgan Series Trust II, Lord Abbet
Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust and Sun
Capital Advisers Trust (collectively, "the Funds"). Massachusetts Financial
Services Company, an affiliate of the Sponsor, is the investment adviser to
MFS/Sun Life Series Trust. Sun Capital Advisers Inc., an affiliate of the
Sponsor, is the investment adviser to Sun Capital Advisers Trust.

(2) SIGNIFICANT ACCOUNTING POLICIES

GENERAL

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

INVESTMENT VALUATIONS

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

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

53
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued

(2) SIGNIFICANT ACCOUNTING POLICIES

FEDERAL INCOME TAX STATUS

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

(3) CONTRACT CHARGES
A mortality and expense risk charge based on the value of the Sub-Accounts
included in the Variable Account is deducted from the Variable Account at the
end of each valuation period for the mortality and expense risks assumed by the
Sponsor. The deductions are transferred periodically to the Sponsor. Currently,
the deduction is at an effective annual rate of 1.25% for Futurity and Futurity
II contracts, 1.00% for Futurity Focus contracts and 1.30% for Futurity Accolade
contracts.

Each year on the account anniversary, an account administration fee ("Account
Fee") equal to the lesser of $30 in the case of Futurity contracts, $35 in the
case of Futurity II contracts and Futurity Accolade contracts and $50 in the
case of Futurity Focus contracts or 2% of the participant's account value in
Account Years one through five (thereafter, the Account Fee may be changed
annually, but it may not exceed the lesser of $50 or 2% of the participant's
account value) is deducted from the participant's account to reimburse the
Sponsor for certain administrative expenses. After the annuity commencement
date, the Account Fee will be deducted pro rata from each variable annuity
payment made during the year. As reimbursement for administrative expenses
attributable to contracts which exceed the revenues received from the Account
Fees, the Sponsor makes a deduction from the Variable Account at the end of each
valuation period at an effective annual rate of 0.15% of the net assets
attributable to such Contracts.

The Sponsor does not deduct a sales charge from purchase payments. However, a
withdrawal charge (contingent deferred sales charge) of up to 8% of certain
amounts withdrawn, when applicable, may be deducted to cover certain expenses
relating to the sale of the Futurity, Futurity II, and Futurity Focus Contracts,
including commissions paid to sales personnel, the costs of preparation of sales
literature, and other promotional costs and acquisition expenses.

(4) ANNUITY RESERVES
Annuity reserves are calculated using the 1983 Individual Annuitant Mortality
Table and an assumed interest rate of 3% per year. Required adjustments to the
reserves are accomplished by transfers to or from the Sponsor.

                                                                              54
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS
<TABLE>
<CAPTION>

                                                   Units Outstanding
                                                   Beginning of Year                  Units Purchased
                                             ------------------------------    ------------------------------
                                              Year Ended       Year Ended       Year Ended       Year Ended
                                             December 31,     December 31,     December 31,     December 31,
                                                 1999             1998             1999             1998
                                             -------------    -------------    -------------    -------------
 <S>                             <C>         <C>              <C>              <C>              <C>
 FUTURITY CONTRACTS:
 AIM1                            (a)            141,292          --                37,449          120,297
 AIM2                            (a)            204,502          --                28,920          188,055
 AIM3                            (b)            332,662          --                43,138          211,522
 AIM4                            (a)            216,812          --                22,277          175,562
 AL1                             (b)            285,990          --                96,119          220,381
 AL2                             (b)            194,995          --                37,009          166,134
 AL3                             (b)             77,472          --                12,426           46,464
 GS1                             (c)            210,952          --                34,405          174,066
 GS2                             (a)             31,476          --                   556           28,820
 GS3                             (a)            282,488          --                25,986          245,810
 GS4                             (a)            199,770          --                10,206          146,654
 GS5                             (d)             30,394          --                 2,948           22,922
 JP1                             (b)            293,787          --                83,392          153,409
 JP2                             (b)             52,419          --                 9,614           43,568
 JP3                             (b)             22,655          --                 8,150           14,226
 LA1                             (b)            333,805          --                61,424          295,576
 CAS                             (e)            403,733          --                35,843          182,671
 EGS                             (a)            397,132          --                60,135          286,458
 HYS                             (e)            217,924          --                27,858          136,139
 MMS                             (a)            371,404          --                29,531          520,396
 UTS                             (b)            278,221          --                49,525          168,365
 GSS                             (a)            150,350          --                31,435          124,697
 OP1                             (a)            363,748          --                45,042          249,514
 OP2                             (a)             93,160          --                19,463           80,719
 OP3                             (b)             86,567          --                11,061           62,966
 SB1                             (b)             21,329          --                 1,994           20,954
 SB2                             (b)             32,282          --                11,451           27,151
 SB3                             (a)            277,473          --                17,918          208,817
 SB4                             (b)            293,921          --                 4,406          199,267
 WP1                             (a)             22,480          --                 9,591           17,004
 WP2                             (b)             18,253          --                 5,461           17,656
 WP3                             (b)             14,715          --                 4,811           12,602
 WP4                             (b)             41,843          --                 2,953           42,727

<CAPTION>
                                       Units Transferred
                                      Between Sub-Accounts
                                              and                         Units Withdrawn,
                                       Fixed Accumulation                 Surrendered, and                 Units Outstanding
                                            Account                          Annuitized                       End of Year
                                 ------------------------------    ------------------------------    ------------------------------
                                  Year Ended       Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                                 December 31,     December 31,     December 31,     December 31,     December 31,     December 31,
                                     1999             1998             1999             1998             1999             1998
                                 -------------    -------------    -------------    -------------    -------------    -------------
 <S>                             <C>              <C>              <C>              <C>              <C>              <C>
 FUTURITY CONTRACTS:
 AIM1                                68,417            21,989          (19,423)           (994)         227,735          141,292
 AIM2                               219,720            18,286          (10,712)         (1,839)         442,430          204,502
 AIM3                               451,578           126,191          (27,993)         (5,051)         799,385          332,662
 AIM4                               238,494            42,064          (18,770)           (814)         458,813          216,812
 AL1                                424,506            66,702          (51,286)         (1,093)         755,329          285,990
 AL2                                249,731            33,387          (46,903)         (4,526)         434,832          194,995
 AL3                                 96,080            31,855           (3,758)           (847)         182,220           77,472
 GS1                                194,122            37,773          (16,398)           (887)         423,081          210,952
 GS2                                 51,143             2,730           (2,812)            (74)          80,363           31,476
 GS3                                289,621            41,721          (22,792)         (5,043)         575,303          282,488
 GS4                                109,158            54,644          (18,062)         (1,528)         301,072          199,770
 GS5                                 31,634             7,479           (2,001)             (7)          62,975           30,394
 JP1                                220,364           143,890          (28,588)         (3,512)         568,955          293,787
 JP2                                 50,228             9,107           (6,937)           (256)         105,324           52,419
 JP3                                 11,780             8,529           (1,450)           (100)          41,135           22,655
 LA1                                328,125            40,527          (42,184)         (2,298)         681,170          333,805
 CAS                                 74,342           225,749          (23,482)         (4,687)         490,436          403,733
 EGS                                231,410           114,747          (44,248)         (4,073)         644,429          397,132
 HYS                                363,603            82,554          (28,271)           (769)         581,114          217,924
 MMS                                399,896          (145,427)        (137,740)         (3,565)         663,091          371,404
 UTS                                482,058           110,939          (47,559)         (1,083)         762,245          278,221
 GSS                                482,313            30,755          (28,386)         (5,102)         635,712          150,350
 OP1                                407,891           116,381          (46,676)         (2,147)         770,005          363,748
 OP2                                104,339            12,844           (8,463)           (403)         208,499           93,160
 OP3                                152,550            24,744          (14,649)         (1,143)         235,529           86,567
 SB1                                  8,915               660           (2,599)           (285)          29,639           21,329
 SB2                                 17,512             5,324           (2,530)           (193)          58,715           32,282
 SB3                                394,310            69,996          (40,441)         (1,340)         649,260          277,473
 SB4                                398,605            95,844          (39,609)         (1,190)         657,323          293,921
 WP1                                 37,994             5,576           (1,995)           (100)          68,070           22,480
 WP2                                 36,942               697           (7,725)           (100)          52,931           18,253
 WP3                                  5,081             2,213           (3,289)           (100)          21,318           14,715
 WP4                                114,098               (84)          (5,437)           (800)         153,457           41,843
</TABLE>

(a) For the period February 20, 1998 (commencement of operations) through
    December 31, 1998.
(b) For the period March 27, 1998 (commencement of operations) through December
    31, 1998.
(c) For the period March 12, 1998 (commencement of operations) through December
    31, 1998.
(d) For the period March 17, 1998 (commencement of operations) through December
    31, 1998.
(e) For the period February 26, 1998 (commencement of operations) through
    December 31, 1998.

55
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>

                                                   Units Outstanding
                                                   Beginning of Year                  Units Purchased
                                             ------------------------------    ------------------------------
                                              Year Ended       Year Ended       Year Ended       Year Ended
                                             December 31,     December 31,     December 31,     December 31,
                                                 1999             1998             1999             1998
                                             -------------    -------------    -------------    -------------
 <S>                             <C>         <C>              <C>              <C>              <C>
 FUTURITY II CONTRACTS:
 AIM1                            (a)               100           --               181,039              100
 AIM2                            (a)             1,049           --               538,285            1,049
 AIM3                            (a)             1,704           --               573,115            1,704
 AIM4                            (b)             2,553           --               277,892            2,553
 AL1                             (a)             2,044           --               798,097            2,044
 AL2                             (b)             1,785           --               330,958            1,785
 AL3                             (a)               100           --               134,245              100
 GS1                             (c)               786           --               340,043              786
 GS2                             (a)               100           --                26,340              100
 GS3                             (b)             2,341           --               322,630            2,341
 GS4                             (a)               100           --                78,401              100
 GS5                             (c)               578           --                58,284              578
 JP1                             (a)               474           --               315,983              474
 JP2                             (a)               100           --                57,728              100
 JP3                             (a)               100           --                39,434              100
 LA1                             (b)             1,763           --               389,191            1,763
 CAS                             (a)             2,367           --               251,500            2,367
 EGS                             (c)             3,662           --               455,194            3,662
 HYS                             (b)               729           --               199,927              729
 UTS                             (c)               821           --               237,960              821
 GSS                             (b)             1,027           --               236,734            1,027
 TRS                             (d)            --               --               145,867           --
 MIT                             (d)            --               --               274,552           --
 NWD                             (d)            --               --                31,539           --
 MIS                             (d)            --               --               314,530           --
 OP1                             (b)             1,517           --               196,083            1,517
 OP2                             (a)               150           --                95,779              150
 OP3                             (a)               100           --                36,287              100
 OP4                             (a)               100           --               120,357              100
 SCA1                            (a)               200           --               516,555              200
 SCA2                            (a)             1,806           --               212,361            1,806
 SCA3                            (a)               705           --                40,953              705
 SCA4                            (e)            --               --                14,166           --
 SCA5                            (e)            --               --                17,823           --
 SCA6                            (e)            --               --                 3,004           --
 WP1                             (a)               100           --                24,172              100
 WP2                             (a)               100           --                17,409              100
 WP3                             (a)               100           --                 5,483              100
 WP4                             (a)               100           --                41,639              100

<CAPTION>
                                       Units Transferred
                                      Between Sub-Accounts
                                              and                         Units Withdrawn,
                                       Fixed Accumulation                 Surrendered, and                 Units Outstanding
                                            Account                          Annuitized                       End of Year
                                 ------------------------------    ------------------------------    ------------------------------
                                  Year Ended       Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                                 December 31,     December 31,     December 31,     December 31,     December 31,     December 31,
                                     1999             1998             1999             1998             1999             1998
                                 -------------    -------------    -------------    -------------    -------------    -------------
 <S>                             <C>              <C>              <C>              <C>              <C>              <C>
 FUTURITY II CONTRACTS:
 AIM1                               123,465          --                (4,955)         --                299,649            100
 AIM2                               482,701          --               (24,533)         --                997,502          1,049
 AIM3                               656,563          --               (17,938)         --              1,213,444          1,704
 AIM4                               405,813          --               (26,694)         --                659,564          2,553
 AL1                                841,456          --               (21,446)         --              1,620,151          2,044
 AL2                                441,029          --               (17,839)         --                755,933          1,785
 AL3                                 93,499          --                (5,898)         --                221,946            100
 GS1                                282,453          --               (12,429)         --                610,853            786
 GS2                                 46,936          --                (1,555)         --                 71,821            100
 GS3                                417,400          --               (27,737)         --                714,634          2,341
 GS4                                126,524          --                (2,740)         --                202,285            100
 GS5                                 62,982          --                (1,965)         --                119,879            578
 JP1                                321,619          --               (13,072)         --                625,004            474
 JP2                                 63,482          --                (2,767)         --                118,543            100
 JP3                                 18,564          --                  (463)         --                 57,635            100
 LA1                                607,156          --               (15,964)         --                982,146          1,763
 CAS                                255,332          --                (8,903)         --                500,296          2,367
 EGS                                370,763          --               (25,152)         --                804,467          3,662
 HYS                                365,635          --               (12,291)         --                554,000            729
 UTS                                334,919          --               (21,239)         --                552,461            821
 GSS                                591,096          --               (21,291)         --                807,566          1,027
 TRS                                 76,462          --               (11,284)         --                211,045         --
 MIT                                361,529          --                (6,897)         --                629,184         --
 NWD                                 67,961          --                  (288)         --                 99,212         --
 MIS                                250,304          --               (10,654)         --                554,180         --
 OP1                                198,204          --                (7,187)         --                388,617          1,517
 OP2                                 17,112          --                (4,189)         --                108,852            150
 OP3                                 54,017          --                (1,806)         --                 88,598            100
 OP4                                 78,975          --                (2,615)         --                196,817            100
 SCA1                               220,638          --               (37,843)         --                699,550            200
 SCA2                               603,561          --               (49,583)         --                768,145          1,806
 SCA3                                98,307          --                (8,117)         --                131,848            705
 SCA4                                84,139          --                (1,485)         --                 96,820         --
 SCA5                               202,111          --                (2,819)         --                217,115         --
 SCA6                                41,050          --                  (185)         --                 43,869         --
 WP1                                 44,318          --                (1,413)         --                 67,177            100
 WP2                                 12,438          --                    (8)         --                 29,939            100
 WP3                                 17,472          --                  (529)         --                 22,526            100
 WP4                                 39,443          --                (1,304)         --                 79,878            100
</TABLE>

(a) For the period December 15, 1998 (commencement of operations) through
    December 31, 1998.
(b) For the period December 17, 1998 (commencement of operations) through
    December 31, 1998.
(c) For the period December 29, 1998 (commencement of operations) through
    December 31, 1998.
(d) For the period May 17, 1999 (commencement of operations) through December
    31, 1999.
(e) For the period September 13, 1999 (commencement of operations) through
    December 31, 1999.

                                                                              56
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>

                                                   Units Outstanding
                                                   Beginning of Year                  Units Purchased
                                             ------------------------------    ------------------------------
                                              Year Ended       Year Ended       Year Ended       Year Ended
                                             December 31,     December 31,     December 31,     December 31,
                                                 1999             1998             1999             1998
                                             -------------    -------------    -------------    -------------
 <S>                             <C>         <C>              <C>              <C>              <C>
 FUTURITY FOCUS CONTRACTS:
 AIM1                            (a)            --               --                13,472          --
 AIM2                            (a)            --               --                34,933          --
 AIM3                            (a)            --               --                60,253          --
 AIM4                            (a)            --               --                26,210          --
 AL1                             (a)            --               --                44,079          --
 AL2                             (a)            --               --                34,264          --
 AL3                             (a)            --               --                 9,602          --
 GS1                             (a)            --               --                 4,016          --
 GS2                             (a)            --               --                 1,112          --
 GS3                             (a)            --               --                20,053          --
 GS4                             (a)            --               --                29,333          --
 GS5                             (a)            --               --                 7,451          --
 JP1                             (a)            --               --                24,288          --
 JP2                             (a)            --               --                12,279          --
 JP3                             (a)            --               --                 2,178          --
 LA1                             (b)            --               --                38,221          --
 CAS                             (a)            --               --                21,046          --
 EGS                             (a)            --               --                46,092          --
 HYS                             (a)            --               --                25,654          --
 UTS                             (a)            --               --                21,976          --
 GSS                             (a)            --               --                48,404          --
 TRS                             (b)            --               --                 8,393          --
 MIT                             (b)            --               --                74,974          --
 NWD                             (b)            --               --                 7,662          --
 MIS                             (b)            --               --                34,173          --
 OP1                             (a)            --               --                10,772          --
 OP2                             (a)            --               --                10,112          --
 OP3                             (a)            --               --                 3,882          --
 OP4                             (a)            --               --                 4,578          --
 SCA1                            (a)            --               --               252,106          --
 SCA2                            (a)            --               --                34,864          --
 SCA3                            (a)            --               --                 2,727          --
 SCA4                            (c)            --               --                   319          --
 SCA5                            (c)            --               --                   100          --
 SCA6                            (c)            --               --                   578          --
 WP1                             (a)            --               --                   989          --
 WP2                             (a)            --               --                   100          --
 WP3                             (a)            --               --                   100          --
 WP4                             (a)            --               --                   123          --

<CAPTION>
                                       Units Transferred
                                      Between Sub-Accounts
                                              and                         Units Withdrawn,
                                       Fixed Accumulation                 Surrendered, and                 Units Outstanding
                                            Account                          Annuitized                       End of Year
                                 ------------------------------    ------------------------------    ------------------------------
                                  Year Ended       Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                                 December 31,     December 31,     December 31,     December 31,     December 31,     December 31,
                                     1999             1998             1999             1998             1999             1998
                                 -------------    -------------    -------------    -------------    -------------    -------------
 <S>                             <C>              <C>              <C>              <C>              <C>              <C>
 FUTURITY FOCUS CONTRACTS:
 AIM1                                   181          --                    (36)        --                13,617          --
 AIM2                                 1,199          --                   (259)        --                35,873          --
 AIM3                                 2,227          --                 (8,373)        --                54,107          --
 AIM4                                  (398)         --                   (475)        --                25,337          --
 AL1                                  2,632          --                 (7,869)        --                38,842          --
 AL2                                   (404)         --                 (1,424)        --                32,436          --
 AL3                                   (382)         --                    (45)        --                 9,175          --
 GS1                                     76          --                     (7)        --                 4,085          --
 GS2                                 --              --                --              --                 1,112          --
 GS3                                    950          --                   (405)        --                20,598          --
 GS4                                 --              --                    (76)        --                29,257          --
 GS5                                  1,193          --                    (23)        --                 8,621          --
 JP1                                    676          --                 (6,274)        --                18,690          --
 JP2                                     29          --                    (74)        --                12,234          --
 JP3                                    541          --                    (10)        --                 2,709          --
 LA1                                  3,486          --                 (1,429)        --                40,278          --
 CAS                                  2,087          --                    (82)        --                23,051          --
 EGS                                  1,755          --                 (6,539)        --                41,308          --
 HYS                                  1,092          --                 (4,817)        --                21,929          --
 UTS                                    121          --                 (1,412)        --                20,685          --
 GSS                                 (5,086)         --                   (388)        --                42,930          --
 TRS                                    489          --                    (41)        --                 8,841          --
 MIT                                  1,759          --                 (2,255)        --                74,478          --
 NWD                                   (525)         --                     (9)        --                 7,128          --
 MIS                                  1,363          --                 (5,611)        --                29,925          --
 OP1                                 (3,121)         --                   (263)        --                 7,388          --
 OP2                                 (2,840)         --                   (296)        --                 6,976          --
 OP3                                 --              --                --              --                 3,882          --
 OP4                                  1,122          --                    (31)        --                 5,669          --
 SCA1                                 9,073          --               (219,651)        --                41,528          --
 SCA2                                   796          --                 (1,076)        --                34,584          --
 SCA3                                   289          --                   (374)        --                 2,642          --
 SCA4                                 1,839          --                   (218)        --                 1,940          --
 SCA5                                 2,630          --                   (380)        --                 2,350          --
 SCA6                                   675          --                --              --                 1,253          --
 WP1                                    483          --                --              --                 1,472          --
 WP2                                    761          --                --              --                   861          --
 WP3                                 --              --                --              --                   100          --
 WP4                                     71          --                --              --                   194          --
</TABLE>

(a) For the period May 15, 1999 (commencement of operations) through December
    31, 1999.
(b) For the period May 17, 1999 (commencement of operations) through December
    31, 1999.
(c) For the period September 13, 1999 (commencement of operations) through
    December 31, 1999.

57
<PAGE>
FUTURITY, FUTURITY II, FUTURITY FOCUS AND FUTURITY ACCOLADE SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
                                                                                                       Units Transferred
                                                                                                     Between Sub-Accounts
                                                                                                              and
                                       Units Outstanding                                              Fixed Accumulation
                                       Beginning of Year                Units Purchased                     Account
                                 -----------------------------   -----------------------------   -----------------------------
                                  Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                 December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                     1999            1998            1999            1998            1999            1998
                                 -------------   -------------   -------------   -------------   -------------   -------------
 <S>                             <C>             <C>             <C>             <C>             <C>             <C>
 FUTURITY ACCOLADE CONTRACTS (A):
 AIM1                               --              --               28,060         --                  (36)        --
 AIM2                               --              --               71,949         --                  184         --
 AIM3                               --              --               41,491         --                   64         --
 AIM4                               --              --               40,241         --                 (216)        --
 AL1                                --              --               78,117         --                  248         --
 AL2                                --              --               25,632         --                   82         --
 AL3                                --              --               12,969         --                    7         --
 GS1                                --              --               17,566         --                  (22)        --
 GS2                                --              --                1,535         --                  244         --
 GS3                                --              --               23,176         --                  253         --
 GS4                                --              --                5,354         --               --             --
 GS5                                --              --                6,485         --                  236         --
 JP1                                --              --                6,364         --                   91         --
 JP2                                --              --               10,762         --                  (25)        --
 JP3                                --              --                  228         --                5,370         --
 LA1                                --              --               55,648         --                  333         --
 CAS                                --              --                4,427         --               --             --
 EGS                                --              --               54,055         --                4,868         --
 HYS                                --              --               44,529         --                  279         --
 UTS                                --              --               49,738         --                  573         --
 GSS                                --              --               10,569         --                  448         --
 TRS                                --              --               42,576         --                  259         --
 MIT                                --              --               48,217         --                  174         --
 NWD                                --              --               18,756         --                  (74)        --
 MIS                                --              --               55,995         --                   35         --
 OP1                                --              --                  102         --               --             --
 OP2                                --              --               19,553         --                  (99)        --
 OP3                                --              --                  102         --               --             --
 OP4                                --              --               25,960         --                  158         --
 SCA1                               --              --              380,262         --              (13,639)        --
 SCA2                               --              --               11,119         --                  434         --
 SCA3                               --              --                2,115         --                  166         --
 SCA4                               --              --                9,040         --                  (13)        --
 SCA5                               --              --               17,605         --                  277         --
 SCA6                               --              --                  410         --                  (16)        --

<CAPTION>

                                       Units Withdrawn,
                                       Surrendered, and                Units Outstanding
                                          Annuitized                      End of Year
                                 -----------------------------   -----------------------------
                                  Year Ended      Year Ended      Year Ended      Year Ended
                                 December 31,    December 31,    December 31,    December 31,
                                     1999            1998            1999            1998
                                 -------------   -------------   -------------   -------------
 <S>                             <C>             <C>             <C>             <C>
 FUTURITY ACCOLADE CONTRACTS (A
 AIM1                                 (231)         --               27,793         --
 AIM2                                 (267)         --               71,866         --
 AIM3                                 (321)         --               41,234         --
 AIM4                                   (4)         --               40,021         --
 AL1                                  (373)         --               77,992         --
 AL2                                  (356)         --               25,358         --
 AL3                                    (7)         --               12,969         --
 GS1                                  (255)         --               17,289         --
 GS2                                    (4)         --                1,775         --
 GS3                                    (2)         --               23,427         --
 GS4                                --              --                5,354         --
 GS5                                  (139)         --                6,582         --
 JP1                                --              --                6,455         --
 JP2                                    (7)         --               10,730         --
 JP3                                --              --                5,598         --
 LA1                                  (422)         --               55,559         --
 CAS                                --              --                4,427         --
 EGS                                  (662)         --               58,261         --
 HYS                                  (579)         --               44,229         --
 UTS                                  (452)         --               49,859         --
 GSS                                    (5)         --               11,012         --
 TRS                                  (564)         --               42,271         --
 MIT                                    (5)         --               48,386         --
 NWD                                  (200)         --               18,482         --
 MIS                                  (257)         --               55,773         --
 OP1                                --              --                  102         --
 OP2                                  (384)         --               19,070         --
 OP3                                --              --                  102         --
 OP4                                  (333)         --               25,785         --
 SCA1                               --              --              366,623         --
 SCA2                               --              --               11,553         --
 SCA3                               --              --                2,281         --
 SCA4                               --              --                9,027         --
 SCA5                                   (4)         --               17,878         --
 SCA6                               --              --                  394         --
</TABLE>

(a) For the period October 15, 1999 (commencement of operations) through
    December 31, 1999.

                                                                              58
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Participants in Futurity, Futurity II, Futurity Focus and Futurity
Accolade
  and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statement of condition of AIM V.I. Capital
Appreciation Sub-Account, AIM V.I. Growth Sub-Account, AIM V.I. Growth and
Income Sub-Account, AIM V.I. International Equity Sub-Account, The Alger
American Growth Sub-Account, The Alger American Income and Growth Sub-Account,
The Alger American Small Capitalization Sub-Account, Goldman Sachs VIT CORE(SM)
Large Cap Growth Sub-Account, Goldman Sachs VIT CORE(SM) Small Cap Equity
Sub-Account, Goldman Sachs VIT CORE(SM) U.S. Equity Sub-Account, Goldman Sachs
VIT Growth and Income Sub-Account, Goldman Sachs VIT International Equity
Sub-Account, J.P. Morgan U.S. Disciplined Equity Sub-Account, J.P. Morgan
International Opportunities Sub-Account, J.P. Morgan Small Company Sub-Account,
Lord Abbett Growth and Income Sub-Account, MFS/Sun Life Capital Appreciation
Sub-Account, MFS/Sun Life Emerging Growth Sub-Account, MFS/Sun Life High Yield
Sub-Account, MFS/Sun Life Money Market Sub-Account, MFS/Sun Life Utilities
Sub-Account, MFS/Sun Life Government Securities Sub-Account, MFS/Sun Life Total
Return Sub-Account, MFS/Sun Life Massachusetts Investors Trust Sub-Account,
MFS/Sun Life New Discovery Sub-Account, MFS/Sun Life Massachusetts Investors
Growth Stock Sub-Account, OCC Equity Sub-Account, OCC Mid Cap Sub-Account, OCC
Small Cap Sub-Account, OCC Managed Sub-Account, Salomon Brothers Variable
Capital Sub-Account, Salomon Brothers Variable Investors Sub-Account, Salomon
Brothers Variable Strategic Bond Sub-Account, Salomon Brothers Variable Total
Return Sub-Account, Sun Capital Money Market Sub-Account, Sun Capital Investment
Grade Bond Sub-Account, Sun Capital Real Estate Sub-Account, Sun Capital Select
Equity Sub-Account, Sun Capital Blue Chip Mid Cap Sub-Account, Sun Capital
Investors Foundation Sub-Account, Warburg Pincus Emerging Markets Sub-Account,
Warburg Pincus International Equity Sub-Account, Warburg Pincus Post-Venture
Capital Sub-Account and Warburg Pincus Small Company Growth Sub-Account of Sun
Life of Canada (U.S.) Variable Account F, (the "Sub-Accounts") as of
December 31, 1999, the related statement of operations for the year then ended
and the statements of changes in net assets for the years ended December 31,
1999 and 1998. These financial statements are the responsibility of management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with 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 at 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 audits provide 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
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 10, 2000
<PAGE>

                                         -100-








                     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                     C/O RETIREMENT PRODUCTS AND SERVICES
                     P.O. BOX 9133
                     BOSTON, MASSACHUSETTS  02117

                     TELEPHONE:
                     Toll Free (888) 786-2435

                     GENERAL DISTRIBUTOR
                     Clarendon Insurance Agency, Inc.
                     One Sun Life Executive Park
                     Wellesley Hills, Massachusetts  02481

                     AUDITORS

                     Deloitte & Touche LLP
                     200 Berkeley Street
                     Boston, Massachusetts  02116


<PAGE>

                                                                  April 10, 2000


                                 MFS REGATTA EXTRA

                             VARIABLE AND FIXED ANNUITY

                        STATEMENT OF ADDITIONAL INFORMATION

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

<TABLE>
<CAPTION>
                                 TABLE OF CONTENTS
<S>                                                                           <C>
Calculation of Performance Data .............................................. 2
Advertising and Sales Literature ............................................. 5
Tax Deferred Accumulation..................................................... 8
Calculations ................................................................. 9
     Example of Variable Accumulation Unit Value Calculation.................. 9
     Example of Variable Annuity Unit Calculation ............................ 9
     Example of Variable Annuity Payment Calculation ......................... 9
Distribution of the Contracts ................................................ 9
Designation and Change of Beneficiary ........................................10
Custodian ....................................................................10
Financial Statements .........................................................10
</TABLE>

          The Statement of Additional Information sets forth information
which may be of interest to prospective purchasers of MFS Regatta Extra
Variable and Fixed Annuity Contracts (the "Contracts") issued by Sun Life
Assurance Company of Canada (U.S.) (the "Company") in connection with Sun
Life of Canada (U.S.) Variable Account F (the "Variable Account") which is
not included in the Prospectus dated April 10, 2000.  This Statement of
Additional Information should be read in conjunction with the Prospectus, a
copy of which may be obtained without charge by writing to Sun Life
Assurance Company of Canada (U.S.), c/o Retirement Products and Services,
P.O. Box 1024, Boston, Massachusetts 02103, or by telephoning (617) 348-9600
or (800)-752-7215.

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


- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.

<PAGE>

                                         -2-

                          CALCULATION OF PERFORMANCE DATA


STANDARDIZED AVERAGE ANNUAL TOTAL RETURN:

    The tables below shows, for various Sub-Accounts of the Variable Account,
the Standardized Average Annual Total Return at the stated rates and for the
stated periods (or shorter period indicated in the note below), based upon a
hypothetical initial Purchase Payment of $1,000, calculated in accordance with
the formula set out below. For purposes of determining  these investment
results, the actual investment performance of each Fund of MFS/Sun Life Series
Trust is reflected from the date the Variable Account was established, or such
later date that the Fund commenced operations (the "Commencement Date"),
although the Contracts have been offered only since April 10, 2000. No
information is shown for the Funds that have not commenced operations or that
had been in operation for less than one year as of December 31, 1999.





                    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
                        PERIOD ENDING DECEMBER 31, 1999

1.45% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR      10 YEAR                        COMMENCEMENT
                                             PERIOD       PERIOD       PERIOD        LIFE                 DATE
                                           -----------  ----------- ----------- ----------------  ----------------------
 <S>                                       <C>          <C>          <C>        <C>               <C>
 FUNDS:
 Bond Series.............................    (10.28)%        -           -           (3.08)%           May 5, 1998
 Capital Appreciation Series.............     23.31%       25.78%      17.10%        16.81%           July 13, 1989
 Capital Opportunities Series............     38.08%         -           -           28.12%            June 3, 1996
 Emerging Growth Series..................     65.87%         -           -           33.95%            May 1, 1995
 Emerging Markets Equity Series(1).......     42.88%         -           -            1.35%           June 5, 1996
 Equity Income Series....................     (1.91)%        -           -            1.22%            May 1, 1998
 Global Asset Allocation Series..........      9.42%       12.40%                    11.91%         November 7, 1994
 Global Governments Series...............    (13.42)%       3.39%       5.30%         5.46%           July 13, 1989
 Global Growth Series....................     57.49%       21.54%                    18.65%         November 16, 1993
 Global Total Return Series..............     (0.54)%      12.28%                    11.75%         November 7, 1994
 Government Securities Series............    (10.46)%       4.52%       5.47%         5.32%           July 13, 1989
 High Yield Series.......................     (2.11)%       7.60%       8.67%         8.39%           July 13, 1989
 International Growth Series.............     25.95%         -           -            5.10%           June 3, 1996
 International Growth and Income
  Series.................................      8.18%         -           -            9.19%          October 2, 1995
 Managed Sectors Series..................     75.52%       30.21%      18.65%        18.27%           July 13, 1989
 Massachusetts Investors Growth Stock
  Series.................................     26.41%         -           -           28.71%            May 1, 1998
 Massachusetts Investors Trust Series....     (1.76)%      22.54%      14.55%        14.44%           July 13, 1989
 Money Market Series.....................     (4.24)%       2.78%       3.24%         3.17%           July 13, 1989
 New Discovery Series....................     50.46%         -           -           32.01%            May 5, 1998
 Research Series.........................     14.95%       23.65%        -           22.42%         November 7, 1994
 Research Growth and Income Series.......     (0.81)%        -           -           11.49%           May 12, 1997
 Research International Series...........     45.31%         -           -           19.76%            May 5, 1998
 Strategic Income Series.................     (4.39)%        -           -           (4.50)%           May 5, 1998
 Total Return Series.....................     (6.07)%      12.99%      10.08%        10.00%           July 13, 1989
 Utilities Series........................     21.96%       24.50%        -           18.23%         November 16, 1993
</TABLE>


1.60% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR      10 YEAR                        COMMENCEMENT
                                             PERIOD       PERIOD       PERIOD        LIFE                 DATE
                                           -----------  ----------- ----------- ----------------  ----------------------
 <S>                                       <C>          <C>          <C>        <C>               <C>
 FUNDS:
 Bond Series.............................    (10.42)%        -           -           (3.23)%           May 5, 1998
 Capital Appreciation Series.............     23.12%       25.59%      16.92%        16.63%           July 13, 1989
 Capital Opportunities Series............     37.87%         -           -           27.92%            June 3, 1996
 Emerging Growth Series..................     65.61%         -           -           33.75%            May 1, 1995
 Emerging Markets Equity Series(1).......     42.66%         -           -            1.19%           June 5, 1996
 Equity Income Series....................     (2.06)%        -           -            1.07%            May 1, 1998

 Global Asset Allocation Series..........      9.25%       12.23%        -           11.74%         November 7, 1994
 Global Governments Series...............    (13.56)%       3.23%       5.14%         5.38%           July 13, 1989
 Global Growth Series....................     57.25%       21.35%        -           18.47%         November 16, 1993
 Global Total Return Series..............     (0.70)%      12.11%        -           11.58%         November 7, 1994
 Government Securities Series............    (10.60)%       4.36%       5.31%         6.17%           July 13, 1989
 High Yield Series.......................     (2.26)%       7.44%       8.51%         7.60%           July 13, 1989
 International Growth Series.............     25.76%         -           -            4.94%           June 3, 1996
 International Growth and Income                                         -
  Series.................................      8.01%         -                        9.03%          October 2, 1995
 Managed Sectors Series..................     75.25%       30.01%      18.47%        19.71%           July 13, 1989
 Massachusetts Investors Growth Stock                                    -
  Series.................................     26.21%         -                       28.51%            May 1, 1998
 Massachusetts Investors Trust Series....     (1.91)%      22.35%      14.37%        13.39%           July 13, 1989
 Money Market Series.....................     (4.38)%       2.62%       3.09%         3.67%           July 13, 1989
 New Discovery Series....................     50.23%         -           -           31.81%            May 5, 1998
 Research Series.........................     14.78%       23.46%        -           22.23%         November 7, 1994
 Research Growth and Income Series.......     (0.96)%        -           -           11.32%           May 12, 1997
 Research International Series...........     45.09%         -           -           19.58%            May 5, 1998
 Strategic Income Series.................     (4.54)%        -           -           (4.64)%           May 5, 1998
 Total Return Series.....................     (6.21)%      12.82%       9.92%        10.21%           July 13, 1989
 Utilities Series........................     21.77%       24.31%        -           18.05%         November 16, 1993
</TABLE>


1.70% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR      10 YEAR                        COMMENCEMENT
                                             PERIOD       PERIOD       PERIOD        LIFE                 DATE
                                           -----------  ----------- ----------- ----------------  ----------------------
 <S>                                       <C>          <C>          <C>        <C>               <C>
 FUNDS:
 Bond Series.............................    (10.51)%        -           -           (3.33)%           May 5, 1998
 Capital Appreciation Series.............     22.99%       25.46%      16.80%        16.62%           July 13, 1989
 Capital Opportunities Series............     37.73%         -           -           27.79%            June 3, 1996
 Emerging Growth Series..................     65.45%         -           -           33.61%            May 1, 1995
 Emerging Markets Equity Series(1).......     42.52%         -           -            1.09%           June 5, 1996
 Equity Income Series....................     (2.16)%        -           -            0.97%            May 1, 1998
 Global Asset Allocation Series..........      9.14%       12.12%        -           11.63%         November 7, 1994
 Global Governments Series...............    (13.64)%       3.13%       5.03%         5.27%           July 13, 1989
 Global Growth Series....................     57.09%       21.23%        -           18.35%         November 16, 1993
 Global Total Return Series..............     (0.80)%      11.99%        -           11.47%         November 7, 1994
 Government Securities Series............    (10.69)%       4.25%       5.21%         6.06%           July 13, 1989
 High Yield Series.......................     (2.36)%       7.33%       8.40%         7.49%           July 13, 1989
 International Growth Series.............     25.63%         -           -            4.83%           June 3, 1996
 International Growth and Income
  Series.................................      7.90%         -           -            8.92%          October 2, 1995
 Managed Sectors Series..................     75.07%       29.88%      18.35%        19.59%           July 13, 1989
 Massachusetts Investors Growth Stock
  Series.................................     26.09%         -           -           28.38%            May 1, 1998
 Massachusetts Investors Trust Series....     (2.01)%      22.23%      14.26%        13.27%           July 13, 1989
 Money Market Series.....................     (4.48)%       2.52%       2.98%         3.56%           July 13, 1989
 New Discovery Series....................     50.08%         -           -           31.67%            May 5, 1998
 Research Series.........................     14.66%       23.34%        -           22.11%         November 7, 1994
 Research Growth and Income Series.......     (1.06)%        -           -           11.21%           May 12, 1997
 Research International Series...........     44.94%         -           -           19.46%            May 5, 1998
 Strategic Income Series.................     (4.63)%        -           -           (4.74)%           May 5, 1998
 Total Return Series.....................     (6.30)%      12.70%       9.80%        10.10%           July 13, 1989
 Utilities Series........................     21.65%       24.18%        -           17.93%         November 16, 1993
</TABLE>


1.85% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR      10 YEAR                        COMMENCEMENT
                                             PERIOD       PERIOD       PERIOD        LIFE                 DATE
                                           -----------  ----------- ----------- ----------------  ----------------------
 <S>                                       <C>          <C>          <C>        <C>               <C>
 FUNDS:
 Bond Series.............................    (10.65)%        -           -           (3.48)%           May 5, 1998
 Capital Appreciation Series.............     22.80%       25.27%      16.62%        16.44%           July 13, 1989
 Capital Opportunities Series............     37.52%         -           -           27.60%            June 3, 1996
 Emerging Growth Series..................     65.19%         -           -           33.41%            May 1, 1995
 Emerging Markets Equity Series(1).......     42.30%         -           -            0.94%           June 5, 1996
 Equity Income Series....................     (2.31)%        -           -            0.81%            May 1, 1998
 Global Asset Allocation Series..........      8.97%       11.94%        -           11.46%         November 7, 1994
 Global Governments Series...............    (13.78)%       2.97%       4.87%         5.11%           July 13, 1989
 Global Growth Series....................     56.85%       21.04%        -           18.17%         November 16, 1993
 Global Total Return Series..............     (0.95)%      11.82%        -           11.30%         November 7, 1994
 Government Securities Series............    (10.83)%       4.09%       5.05%         5.90%           July 13, 1989
 High Yield Series.......................     (2.51)%       7.17%       8.23%         7.33%           July 13, 1989
 International Growth Series.............     25.44%         -           -            4.67%           June 3, 1996
 International Growth and Income
  Series.................................      7.74%         -           -            8.75%          October 2, 1995
 Managed Sectors Series..................     74.81%       29.68%      18.17%        19.40%           July 13, 1989
 Massachusetts Investors Growth Stock
  Series.................................     25.89%         -           -           28.18%            May 1, 1998
 Massachusetts Investors Trust Series....     (2.16)%      22.04%      14.08%        13.10%           July 13, 1989
 Money Market Series.....................     (4.63)%       2.36%       2.82%         3.40%           July 13, 1989
 New Discovery Series....................     49.85%         -           -           31.47%            May 5, 1998
 Research Series.........................     14.49%       23.15%        -           21.92%         November 7, 1994
 Research Growth and Income Series.......     (1.21)%        -           -           11.04%           May 12, 1997
 Research International Series...........     44.72%         -           -           19.28%            May 5, 1998
 Strategic Income Series.................     (4.78)%        -           -           (4.88)%           May 5, 1998
 Total Return Series.....................     (6.45)%      12.53%       9.64%         9.93%           July 13, 1989
 Utilities Series........................     21.46%       23.99%        -           17.75%         November 16, 1993
</TABLE>


          The length of the period and the last day of each period used in
the above table are set out in the table heading and in the footnotes above.
The Average Annual Total Return for each period was determined by finding the
average annual compounded rate of return over each period that would equate
the initial amount invested to the ending redeemable value for that period,
in accordance with the following formula:
                                         n
                                 P(l + T)  = ERV

     Where:    P = a hypothetical initial Purchase Payment of $1,000
               T = average annual total return for the period
               n = number of years
             ERV = redeemable value (as of the end of the period) of a
                   hypothetical $1,000 Purchase Payment made at the beginning
                   of the 1-year, 5-year, or 10-year period (or fractional
                   portion thereof)

The formula assumes that: 1) all recurring fees have been deducted from the
Participant's Account; 2) all applicable non-recurring Contract charges are
deducted at the end of the period, and 3) there will be a full surrender at the
end of the period.

          The annual Account Fee will be allocated among the Sub-Accounts so
that each Sub-Account's allocated portion of the Account Fee is proportional to
the percentage of the number of Individual Contracts and Certificates that have
amounts allocated to that Sub-Account. Because the impact of Account Fees on a
particular Contract may differ from those assumed in the computation due to
differences between actual allocations and the assumed ones, the total return
that would have been experienced by an actual Contract over these same time
periods may have been different from that shown above.

<PAGE>

                                             -3-


NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN:

    The tables below shows, for various Sub-Accounts of the Variable Account,
the Non-Standardized Average Annual Total Return at the stated rates and for the
stated periods (or shorter period indicated in the note below), based upon a
hypothetical initial Purchase Payment of $1,000, calculated in accordance with
the formula set out under "Standardized Average Annual Total Return." For
purposes of determining these investment results, the actual investment
performance of each Fund of the MFS/Sun Life Series Trust is reflected from the
date such Series commenced operations ("Inception"), although the Contracts have
been offered only since April 10, 2000. No information is shown for the Funds
that have not commenced operations or that had been in operation less than one
year as of December 31, 1999.

                  NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
                        PERIOD ENDING DECEMBER 31, 1999

1.45% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                       <C>          <C>          <C>          <C>          <C>
 FUND:
 Bond Series.............................     (3.16)%        -            -           1.52%          May 5, 1998
 Capital Appreciation Series.............     30.70%       26.15%       17.16%       17.03%        August 13, 1985
 Capital Opportunities Series............     45.48%         -            -          29.20%         June 3, 1996
 Emerging Growth Series..................     73.26%         -            -          34.47%          May 1, 1995
 Emerging Markets Equity Series..........     50.28%         -            -           3.23%         June 5, 1996
 Equity Income Series....................      5.48%         -            -           5.67%          May 1, 1998
 Global Asset Allocation Series..........     16.81%       12.95%         -          12.63%       November 7, 1994
 Global Governments Series...............     (6.57)%       4.12%        5.39%        5.64%         May 16, 1988
 Global Growth Series....................     64.89%       21.95%         -          19.03%       November 16, 1993
 Global Total Return Series..............      6.85%       12.83%         -          12.48%       November 7, 1994
 Government Securities Series............     (3.35)%       5.22%        5.56%        6.44%        August 12, 1985
 High Yield Series.......................      5.28%        8.24%        8.75%        7.88%        August 13, 1985
 International Growth Series.............     33.35%         -            -           6.82%         June 3, 1996
 International Growth and Income Series..     15.57%         -            -          10.33%        October 2, 1995
 Managed Sectors Series..................     82.91%       30.54%       18.71%       19.98%          May 27, 1988
 Massachusetts Investors Growth Stock
  Series.................................     33.80%         -            -          32.53%          May 1, 1998
 Massachusetts Investors Trust Series....      5.63%       22.94%       14.61%       13.70%        December 5, 1986
 Money Market Series.....................      3.16%        3.53%        3.34%        3.94%        August 29, 1985
 New Discovery Series....................     57.86%         -            -          35.81%          May 5, 1998
 Research Series.........................     22.35%       24.04%                    22.94%        November 7, 1994
 Research Growth and Income Series.......      6.59%         -            -          13.66%          May 12, 1997
 Research International Series...........     52.70%         -            -          23.80%          May 5, 1998
 Strategic Income Series.................      3.00%         -            -           0.14%          May 5, 1998
 Total Return Series.....................      1.33%       13.52%       10.16%       10.51%          May 16, 1988
 Utilities Series........................     29.35%       24.88%         -          18.62%       November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations

1.60% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                       <C>          <C>          <C>          <C>          <C>
 FUND:
 Bond Series.............................     (3.30)%        -            -           1.37%          May 5, 1998
 Capital Appreciation Series.............     30.50%       25.96%       16.98%       16.85%        August 13, 1985
 Capital Opportunities Series............     45.26%         -            -          29.00%         June 3, 1996
 Emerging Growth Series..................     73.00%         -            -          34.27%          May 1, 1995
 Emerging Markets Equity Series..........     50.05%         -            -           3.07%         June 5, 1996
 Equity Income Series....................      5.32%         -            -           5.51%          May 1, 1998
 Global Asset Allocation Series..........     16.64%       12.77%         -          12.46%       November 7, 1994
 Global Governments Series...............     (6.71)%       3.96%        5.23%        5.48%         May 16, 1988
 Global Growth Series....................     64.64%       21.77%         -          18.85%       November 16, 1993
 Global Total Return Series..............      6.69%       12.65%         -          12.30%       November 7, 1994
 Government Securities Series............     (3.50)%       5.06%        5.40%        6.28%        August 12, 1985
 High Yield Series.......................      5.12%        8.07%        8.59%        7.72%        August 13, 1985
 International Growth Series.............     33.14%         -            -           6.65%         June 3, 1996
 International Growth and Income Series..     15.40%         -            -          10.16%        October 2, 1995
 Managed Sectors Series..................     82.63%       30.34%       18.53%       19.80%          May 27, 1988
 Massachusetts Investors Growth Stock
  Series.................................     33.60%         -            -          32.33%          May 1, 1998
 Massachusetts Investors Trust Series....      5.47%       22.76%       14.44%       13.53%        December 5, 1986
 Money Market Series.....................      3.00%        3.37%        3.18%        3.79%        August 29, 1985
 New Discovery Series....................     57.62%         -            -          35.60%          May 5, 1998
 Research Series.........................     22.16%       23.85%         -          22.75%        November 7, 1994
 Research Growth and Income Series.......      6.43%         -            -          13.49%          May 12, 1997
 Research International Series...........     52.47%         -            -          23.61%          May 5, 1998
 Strategic Income Series.................      2.85%         -            -          (0.01)%         May 5, 1998
 Total Return Series.....................      1.17%       13.35%        9.99%       10.34%          May 16, 1988
 Utilities Series........................     29.16%       24.69%         -          18.44%       November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations

1.70% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                       <C>          <C>          <C>          <C>          <C>
 FUND:
 Bond Series.............................     (3.40)%        -            -           1.26%          May 5, 1998
 Capital Appreciation Series.............     30.37%       25.83%       16.86%       16.73%        August 13, 1985
 Capital Opportunities Series............     45.11%         -            -          28.87%         June 3, 1996
 Emerging Growth Series..................     72.82%         -            -          34.13%          May 1, 1995
 Emerging Markets Equity Series..........     49.90%         -            -           2.96%         June 5, 1996
 Equity Income Series....................      5.21%         -            -           5.40%          May 1, 1998
 Global Asset Allocation Series..........     16.52%       12.66%         -          12.34%       November 7, 1994
 Global Governments Series...............     (6.81)%       3.86%        5.12%        5.37%         May 16, 1988
 Global Growth Series....................     64.47%       21.64%         -          18.73%       November 16, 1993
 Global Total Return Series..............      6.58%       12.54%         -          12.19%       November 7, 1994
 Government Securities Series............     (3.60)%       4.96%        5.29%        6.17%        August 12, 1985
 High Yield Series.......................      5.02%        7.96%        8.48%        7.61%        August 13, 1985
 International Growth Series.............     33.01%         -            -           6.54%         June 3, 1996
 International Growth and Income Series..     15.28%         -            -          10.05%        October 2, 1995
 Managed Sectors Series..................     82.45%       30.21%       18.41%       19.68%          May 27, 1988
 Massachusetts Investors Growth Stock
  Series.................................     33.46%         -            -          32.19%          May 1, 1998
 Massachusetts Investors Trust Series....      5.36%       22.63%       14.32%       13.41%        December 5, 1986
 Money Market Series.....................      2.89%        3.26%        3.07%        3.68%        August 29, 1985
 New Discovery Series....................     57.46%         -            -          35.46%          May 5, 1998
 Research Series.........................     22.04%       23.73%         -          22.63%        November 7, 1994
 Research Growth and Income Series.......      6.32%         -            -          13.37%          May 12, 1997
 Research International Series...........     52.32%         -            -          23.49%          May 5, 1998
 Strategic Income Series.................      2.74%         -            -          (0.11)%         May 5, 1998
 Total Return Series.....................      1.07%       13.24%        9.88%       10.23%          May 16, 1988
 Utilities Series........................     29.02%       24.56%         -          18.32%       November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations

1.85% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                       <C>          <C>          <C>          <C>          <C>
 FUND:
 Bond Series.............................     (3.55)%        -            -           1.11%          May 5, 1998
 Capital Appreciation Series.............     30.17%       25.64%       16.68%       16.55%        August 13, 1985
 Capital Opportunities Series............     44.89%         -            -          28.67%         June 3, 1996
 Emerging Growth Series..................     72.56%         -            -          33.92%          May 1, 1995
 Emerging Markets Equity Series..........     49.67%         -            -           2.81%         June 5, 1996
 Equity Income Series....................      5.05%         -            -           5.24%          May 1, 1998
 Global Asset Allocation Series..........     16.34%       12.49%         -          12.17%       November 7, 1994
 Global Governments Series...............     (6.95)%       3.70%        4.96%        5.21%         May 16, 1988
 Global Growth Series....................     64.22%       21.46%         -          18.55%       November 16, 1993
 Global Total Return Series..............      6.42%       12.37%         -          12.02%       November 7, 1994
 Government Securities Series............     (3.75)%       4.80%        5.13%        6.01%        August 12, 1985
 High Yield Series.......................      4.86%        7.80%        8.31%        7.45%        August 13, 1985
 International Growth Series.............     32.80%         -            -           6.38%         June 3, 1996
 International Growth and Income Series..     15.10%         -            -           9.88%        October 2, 1995
 Managed Sectors Series..................     82.17%       30.01%       18.23%       19.49%          May 27, 1988
 Massachusetts Investors Growth Stock
  Series.................................     33.26%         -            -          31.99%          May 1, 1998
 Massachusetts Investors Trust Series....      5.20%       22.45%       14.15%       13.24%        December 5, 1986
 Money Market Series.....................      2.74%        3.11%        2.92%        3.52%        August 29, 1985
 New Discovery Series....................     57.22%         -            -          35.26%          May 5, 1998
 Research Series.........................     21.85%       23.54%         -          22.44%        November 7, 1994
 Research Growth and Income Series.......      6.16%         -            -          13.20%          May 12, 1997
 Research International Series...........     52.08%         -            -          23.30%          May 5, 1998
 Strategic Income Series.................      2.59%         -            -          (0.26)%         May 5, 1998
 Total Return Series.....................      0.92%       13.06%        9.71%       10.06%          May 16, 1988
 Utilities Series........................     28.83%       24.37%         -          18.14%       November 16, 1993
</TABLE>


<PAGE>

                                             -4-


NON-STANDARDIZED COMPOUND GROWTH RATE

    The tables below show, for various Sub-Accounts of the Variable Account,
the Non-Standardized Compound Growth Rate at the stated rates and for the
stated periods (or shorter period indicated in the note below), based upon a
hypothetical investment, calculated in accordance with the formula set out
under "Standardized Average Annual Return," except that no withdrawal charges
or annual Account Fees have been deducted. If withdrawal charges or Account
Fees were reflected, returns would be lower (see "Standardized Average Annual
Total Return" and "Non-Standardized Average Annual Return"). For purposes of
determining these investment results, the actual investment performance of
each Fund of the MFS/Sun Life Series Trust is reflected from the date such
Series commenced operations ("Inception"), although the Contracts have been
offered only since April 10, 2000. No information is shown for the Funds that
have not commenced operations or that had been in operation for less than one
year as of December 31, 1999.

                    NON-STANDARDIZED COMPOUND GROWTH RATE
                        PERIOD ENDING DECEMBER 31, 1999

1.45% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                        <C>          <C>          <C>         <C>          <C>
 FUND:
 Bond Series.............................     (10.28)%        -           -          (3.08)%         May 5, 1998
 Capital Appreciation Series.............      23.31%       25.78%      17.10%       16.81%        August 13, 1985
 Capital Opportunities Series............      38.08%         -           -          28.12%          June 3, 1996
 Emerging Growth Series..................      65.87%         -           -          33.95%          May 1, 1995
 Emerging Markets Equity Series..........      42.88%         -           -           1.35%          June 5, 1996
 Equity Income Series....................      (1.91)%        -           -           1.22%          May 1, 1998
 Global Asset Allocation Series..........       9.42%       12.40%        -          11.91%        November 7, 1994
 Global Governments Series...............     (13.42)%       3.39%       5.30%        5.46%          May 16, 1988
 Global Growth Series....................      57.49%       21.54%        -          18.65%       November 16, 1993
 Global Total Return Series..............      (0.54)%      12.28%        -          11.75%        November 7, 1994
 Government Securities Series............     (10.46)%       4.52%       5.47%        5.32%        August 12, 1985
 High Yield Series.......................      (2.11)%       7.60%       8.67%        8.39%        August 13, 1985
 International Growth Series.............      25.95%         -           -           5.10%          June 3, 1996
 International Growth and Income Series..       8.18%         -           -           9.19%        October 2, 1995
 Managed Sectors Series..................      75.52%       30.21%      18.65%       18.27%          May 27, 1988
 Massachusetts Investors Growth Stock
 Series..................................      26.41%         -           -          28.71%          May 1, 1998
 Massachusetts Investors Trust Series....      (1.76)%      22.54%      14.55%       14.44%        December 5, 1986
 Money Market Series.....................      (4.24)%       2.78%       3.24%        3.17%        August 29, 1985
 New Discovery Series....................      50.46%         -           -          32.01%          May 5, 1998
 Research Series.........................      14.95%       23.65%        -          22.42%        November 7, 1994
 Research Growth and Income Series.......      (0.81)%        -           -          11.49%          May 12, 1997
 Research International Series...........      45.31%         -           -          19.76%          May 5, 1998
 Strategic Income Series.................      (4.39)%        -           -          (4.50)%         May 5, 1998
 Total Return Series.....................      (6.07)%      12.99%      10.08%       10.00%          May 16, 1988
 Utilities Series........................      21.96%       24.50%        -          18.23%       November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations



1.60% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                        <C>          <C>          <C>         <C>          <C>
 FUND:
 Bond Series.............................  (10.42)%        -           -           (3.23)%            May 5, 1998
 Capital Appreciation Series.............   23.12%       25.59%      16.92%        16.74%           August 13, 1985
 Capital Opportunities Series............   37.87%         -           -           27.92%             June 3, 1996
 Emerging Growth Series..................   65.61%         -           -           33.75%             May 1, 1995
 Emerging Markets Equity Series..........   42.66%         -           -            1.19%             June 5, 1996
 Equity Income Series....................   (2.06)%        -           -            1.07%             May 1, 1998
 Global Asset Allocation Series..........    9.25%       12.23%       5.14%        11.74%           November 7, 1994
 Global Governments Series...............  (13.56)%       3.23%        -            5.38%             May 16, 1988
 Global Growth Series....................   57.25%       21.35%        -           18.47%          November 16, 1993
 Global Total Return Series..............   (0.70)%      12.11%       5.31%        11.58%           November 7, 1994
 Government Securities Series............  (10.60)%       4.36%       8.51%         6.17%           August 12, 1985
 High Yield Series.......................   (2.26)%       7.44%        -            7.60%           August 13, 1985
 International Growth Series.............   25.76%         -           -            4.94%             June 3, 1996
 International Growth and Income Series..    8.01%         -         18.47%         9.03%           October 2, 1995
 Managed Sectors Series..................   75.25%       30.01%        -           19.71%             May 27, 1988
 Massachusetts Investors Growth Stock
 Series..................................   26.21%         -         14.37%        28.51%             May 1, 1998
 Massachusetts Investors Trust Series....   (1.91)%      22.35%       3.09%        13.39%           December 5, 1986
 Money Market Series.....................   (4.38)%       2.62%        -            3.67%           August 29, 1985
 New Discovery Series....................   50.23%         -           -           31.81%             May 5, 1998
 Research Series.........................   14.78%       23.46%        -           22.23%           November 7, 1994
 Research Growth and Income Series.......   (0.96)%        -           -           11.32%             May 12, 1997
 Research International Series...........   45.09%         -           -           19.58%             May 5, 1998
 Strategic Income Series.................   (4.54)%        -           -           (4.64)%            May 5, 1998
 Total Return Series.....................   (6.21)%      12.82%       9.92%        10.21%             May 16, 1988
 Utilities Series........................   21.77%       24.31%        -           18.05%          November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations



1.70% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                        <C>          <C>          <C>         <C>          <C>
 FUND:
 Bond Series.............................     (10.51)%        -           -           (3.33)%          May 5, 1998
 Capital Appreciation Series.............      22.99%       25.46%      16.80%        16.62%         August 13, 1985
 Capital Opportunities Series............      37.73%         -           -           27.79%           June 3, 1996
 Emerging Growth Series..................      65.45%         -           -           33.61%           May 1, 1995
 Emerging Markets Equity Series..........      42.52%         -           -            1.09%           June 5, 1996
 Equity Income Series....................      (2.16)%        -           -            0.97%           May 1, 1998
 Global Asset Allocation Series..........       9.14%       12.12%        -           11.63%         November 7, 1994
 Global Governments Series...............     (13.64)%       3.13%       5.03%         5.27%           May 16, 1988
 Global Growth Series....................      57.09%       21.23%        -           18.35%        November 16, 1993
 Global Total Return Series..............      (0.80)%      11.99%        -           11.47%         November 7, 1994
 Government Securities Series............     (10.69)%       4.25%       5.21%         6.06%         August 12, 1985
 High Yield Series.......................      (2.36)%       7.33%       8.40%         7.49%         August 13, 1985
 International Growth Series.............      25.63%         -           -            4.83%           June 3, 1996
 International Growth and Income Series..       7.90%         -           -            8.92%         October 2, 1995
 Managed Sectors Series..................      75.07%       29.88%      18.35%        19.59%           May 27, 1988
 Massachusetts Investors Growth Stock
 Series..................................      26.09%         -           -           28.38%            May 1, 1998
 Massachusetts Investors Trust Series....      (2.01)%      22.23%      14.26%        13.27%         December 5, 1986
 Money Market Series.....................      (4.48)%       2.52%       2.98%         3.56%         August 29, 1985
 New Discovery Series....................      50.08%         -           -           31.67%           May 5, 1998
 Research Series.........................      14.66%       23.34%        -           22.11%         November 7, 1994
 Research Growth and Income Series.......      (1.06)%        -           -           11.21%           May 12, 1997
 Research International Series...........      44.94%         -           -           19.46%           May 5, 1998
 Strategic Income Series.................      (4.63)%        -           -           (4.74)%          May 5, 1998
 Total Return Series.....................      (6.30)%      12.70%       9.80%        10.10%           May 16, 1988
 Utilities Series........................      21.65%       24.18%        -           17.93%        November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations



1.85% M&E:
- ----------
<TABLE>
<CAPTION>
                                             1 YEAR       5 YEAR       10 YEAR                        DATE OF
                                             PERIOD       PERIOD       PERIOD        LIFE*           INCEPTION
                                           -----------  -----------  -----------  -----------  ----------------------
 <S>                                        <C>          <C>          <C>         <C>          <C>
 FUND:
 Bond Series.............................    (10.65)%        -           -           (3.48)%            May 5, 1998
 Capital Appreciation Series.............     22.80%       25.27%      16.62%        16.44%           August 13, 1985
 Capital Opportunities Series............     37.52%         -           -           27.60%             June 3, 1996
 Emerging Growth Series..................     65.19%         -           -           33.41%             May 1, 1995
 Emerging Markets Equity Series..........     42.30%         -           -            0.94%             June 5, 1996
 Equity Income Series....................     (2.31)%        -           -            0.81%             May 1, 1998
 Global Asset Allocation Series..........      8.97%       11.94%        -           11.46%           November 7, 1994
 Global Governments Series...............    (13.78)%       2.97%       4.87%         5.11%             May 16, 1988
 Global Growth Series....................     56.85%       21.04%        -           18.17%          November 16, 1993
 Global Total Return Series..............     (0.95)%      11.82%        -           11.30%           November 7, 1994
 Government Securities Series............    (10.83)%       4.09%       5.05%         5.90%           August 12, 1985
 High Yield Series.......................     (2.51)%       7.17%       8.23%         7.33%           August 13, 1985
 International Growth Series.............     25.44%         -           -            4.67%             June 3, 1996
 International Growth and Income Series..      7.74%         -           -            8.75%           October 2, 1995
 Managed Sectors Series..................     74.81%       29.68%      18.17%        19.40%             May 27, 1988
 Massachusetts Investors Growth Stock
 Series..................................     25.89%         -           -           28.18%            May 1, 1998
 Massachusetts Investors Trust Series....     (2.16)%      22.04%      14.08%        13.10%           December 5, 1986
 Money Market Series.....................     (4.63)%       2.36%       2.82%         3.40%           August 29, 1985
 New Discovery Series....................     49.85%         -           -           31.47%             May 5, 1998
 Research Series.........................     14.49%       23.15%        -           21.92%           November 7, 1994
 Research Growth and Income Series.......     (1.21)%        -           -           11.04%             May 12, 1997
 Research International Series...........     44.72%         -           -           19.28%             May 5, 1998
 Strategic Income Series.................     (4.78)%        -           -           (4.88)%            May 5, 1998
 Total Return Series.....................     (6.45)%      12.53%       9.64%         9.93%             May 16, 1988
 Utilities Series........................     21.46%       23.99%        -           17.75%          November 16, 1993
</TABLE>

- ------------------------
 *From commencement of investment operations



<PAGE>

                                             -5-

                           ADVERTISING AND SALES LITERATURE

          As set forth in the Prospectus, the Company may refer to the following
organizations (and others) in its marketing materials:

          A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors
affecting the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability to
meet its contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.

          DUFF & PHELPS CREDIT RATING Company's Insurance Company Claims Paying
Ability Rating is an independent evaluation by a nationally accredited rating
organization of an insurance company's ability to meet its future obligations
under the contracts and products it sells. The rating takes into account both
quantitative and qualitative factors.

          LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a
publisher of statistical data covering the investment company industry in the
United States and overseas. Lipper is recognized as the leading source of data
on open-end and closed-end funds. Lipper currently tracks the performance of
over 5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.

          STANDARD & POOR's insurance claims-paying ability rating is an opinion
of an operating insurance company's financial capacity to meet obligations of
its insurance policies in accordance with their terms.

          VARDS (Variable Annuity Research Data Service) provides a
comprehensive guide to variable annuity contract features and historical fund
performance. The service also provides a readily understandable analysis of the
comparative characteristics and market performance of funds inclusive in
variable contracts.

          MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a
system of rating an insurance company's financial strength, market leadership,
and ability to meet financial obligations. The purpose of Moody's ratings is to
provide investors with a simple system of gradation by which the relative
quality of insurance companies may be noted.

          STANDARD & POOR'S INDEX - broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The
selection of stocks, their relative weightings to reflect differences in the
number of outstanding shares, and publication of the index itself are services
of Standard & Poor's Corporation, a financial advisory, securities rating, and
publishing firm. The index tracks 400 industrial company stocks, 20
transportation stocks, 40 financial company stocks, and 40 public utilities.


<PAGE>

                                         -6-

          NASDAQ-OTC Price Index - this index is based on the National
Association of Securities Dealers Automated Quotations (NASDAQ) and represents
all domestic over-the-counter stocks except those traded on exchanges and those
having only one market maker, a total of some 3,500 stocks. It is market
value weighted and was introduced with a base of 100.00 on February 5, 1971.


          DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30
actively traded blue chip stocks, primarily industrials, but including
American Express Company and American Telephone and Telegraph Company.
Prepared and Published by Dow Jones & Company, it is the oldest and most
widely quoted of all the market indicators. The average is quoted in points,
not dollars.


          MORNINGSTAR, Inc. is an independent financial publisher offering
comprehensive statistical and analytical coverage of open-end and closed-end
funds and variable annuities. This coverage for mutual funds includes, among
other information, performance analysis rankings, risk rankings (e.g.
aggressive, moderate or conservative), and "style box" matrices. Style box
matrices display, for equity funds, the investment philosophy and size of the
companies in which the fund invests and, for fixed-income funds, interest rate
sensitivity and credit quality of the investment instruments.

          IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety
of historical data, including total return, capital appreciation and income, on
the stock market as well as other investment asset classes, and inflation. This
information will be used primarily for comparative purposes and to illustrate
general financial planning principles.

          In its advertisements and other sales literature for the Variable
Account and the Series Fund, the Company may illustrate the advantages of
the Contracts in a number of ways:

          DOLLAR-COST AVERAGING ILLUSTRATIONS. These illustrations will
generally discuss the price-leveling effect of making regular investments in the
same Sub-Accounts over a period of time, to take advantage of the trends in
market prices of the portfolio securities purchased by those Sub-Accounts.


          SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company,
through which a Participant may take any distribution allowed by Internal
Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or
permitted under Internal Revenue Code Section 72 in the case of Non-Qualified
Contracts, by way of a series of partial withdrawals. Withdrawals under this
program may be fully or partially includible in income and may be subject to
a 10% penalty tax. Consult your tax advisor.


          THE COMPANY'S OR  MFS' CUSTOMERS. Sales literature for the Variable
Account and the Funds may refer to the number of clients which they serve.

          THE COMPANY'S OR MFS' ASSETS, SIZE. The Company may discuss its
general financial condition (see, for example, the references to Standard &
Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets;
it may also discuss its


<PAGE>

                                         -7-

relative size and/or ranking among companies in the industry or among any
sub-classification of those companies, based upon recognized evaluation
criteria. For example, at December 31, 1998 the Company was the 36th largest
U.S. life insurance company based upon overall assets.

          COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several
advantages of the variable annuity contract. For example, but not by way of
limitation, the literature may emphasize the potential savings through tax
deferral; the potential advantage of the Variable Account over the Fixed
Account; and the compounding effect when a participant makes regular deposits to
his or her account.

          The Company may use hypothetical illustrations of the benefits of tax
deferral, including but not limited to the following chart:

          The chart below assumes an initial investment of $10,000 which remains
fully invested for the entire time period, an 8% annual return, and a 33%
combined federal and state income tax rate. It compares how three different
investments might fare over 10, 20, and 30 years. The first example illustrates
an investment in a non-tax-deferred account and assumes that taxes are paid
annually out of that account. The second example illustrates how the same
investment would grow in a tax-deferred investment, such as an annuity. And the
third example illustrates the net value of the tax-deferred investment after
paying taxes on the full account value.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                      10 YEARS       20 YEARS       30 YEARS
- --------------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>
 Non-Tax-Deferred Account              $16,856        $28,413       $ 47,893
- --------------------------------------------------------------------------------
 Tax-Deferred Account                  $21,589        $46,610       $100,627
- --------------------------------------------------------------------------------
 Tax-Deferred Account After            $17,765        $34,528       $ 70,720
- --------------------------------------------------------------------------------
 Paying Taxes
- --------------------------------------------------------------------------------
</TABLE>

THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED
PERFORMANCE OF THE CONTRACTS OR ANY OF THE INVESTMENT OPTIONS THEREUNDER. THE
ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY CHARGES OR FEES RELATED TO
PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR ACCOUNT ADMINISTRATION. TAXES ON
EARNINGS WITHIN AN ANNUITY ARE DUE UPON WITHDRAWAL. WITHDRAWALS MAY ALSO BE
SUBJECT TO SURRENDER CHARGES AND, IF MADE PRIOR TO AGE 59 1/2, A 10% FEDERAL
PENALTY TAX.

<PAGE>
                                         -8-


TAX DEFERRED ACCUMULATION

     In general, individuals who own annuity contracts are not taxed on
increases in the value of their annuity contracts until some form of
distribution is made under the contract. As a result, the annuity contract
would benefit from tax deferral during the contract's accumulation phase;
this would have the effect of permitting an investment in an annuity contract
to grow more rapidly that a comparable investment under which increases in
value are taxed on a current basis.

     In reports or other communications to you or in advertising or sales
materials, we may also describe the effects of tax deferred compounding on the
Variable Account's investment returns under the various Purchase Payment
Interest Options or upon returns in general. We may illustrate these effects in
charts or graphs and from time to time may include comparisons of returns under
the Contracts or in general on a tax deferred basis, with the returns on a
taxable basis. Different tax rates may be assumed. Any such illustrative chart
or graph would show accumulations on an initial investment or Purchase Payment,
assuming a given amount (including the applicable interest credit),
hypothetical gross annual returns compounded annually, and a stated rate of
return. The values shown for the taxable investment would not include any
deduction for management fees or other expenses, but would assume the annual
deduction of federal and state taxes from investment returns. The values shown
for the Contracts in a chart would reflect the deduction of Contract expenses,
such as the mortality and expense risk charge, the 0.15% administrative charge,
and the $50 annual Account Fee. In addition, the values shown would assume that
the Participant has not surrendered his or her Contract or made any partial
surrenders until the end of the period shown. The chart would assume a full
surrender at the end of the period shown and the payment of federal and state
taxes, at a rate of not more than 33%, on the amount in excess of the Purchase
Payments.

     In developing illustrative tax deferral charts, we will observe these
general principles:

         -  The assumed rate of earnings will be realistic.
         -  The illustrative chart will accurately depict the effect of all
            fees and charges or provide a narrative that prominently discloses
            all fees and charges under the Contract.
         -  Charts comparing accumulation values for tax-deferred and non-tax-
            deferred investments will depict the implications of any surrender.
         -  A narrative accompanying the chart will prominently disclose that
            there may be a 10% tax penalty on a surrender by a Participant who
            has not reached age 59 1/2 at the time of surrender.

     The rates of return illustrated in any chart would be hypothetical and
are not an estimate or guaranty of performance. Actual tax returns may vary
for among Participants.


<PAGE>

                                         -9-

                                    CALCULATIONS

EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION

     Suppose the net asset value of a Fund share at the end of the current
valuation period is $18.38; at the end of the immediately preceding valuation
period was $18.32; the Valuation Period is one day; and no dividends or
distributions caused Fund shares to go "ex-dividend" during the current
Valuation Period. $18.38 divided by $18.32 is 1.00327511. Subtracting the one
day risk factor for mortality and expense risks and the administrative
expense charge of .00004002 (the daily equivalent of the current maximum
charge of 1.55% on an annual basis) gives a net investment factor of
1.00323509.  If the value of the variable accumulation unit for the
immediately preceding valuation period had been 14.5645672, the value for the
current valuation period would be 14.6116849 (14.5645672 X 1.00323648).

EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION

     Suppose the circumstances of the first example exist, and the value of
an annuity unit for the immediately preceding valuation period had been
12.3456789.  If the first variable annuity payment is determined by using an
annuity payment based on an assumed interest rate of 3% per year, the value
of the annuity unit for the current valuation period would be 12.34846153
(12.3456789 X 1.00323509 (the Net Investment Factor) X0.99991902 is the
factor, for a one day Valuation Period, that neutralizes the assumed interest
rate of 3% per year used to establish the Annuity Payment Rates found in
certain Contracts.

EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION

    Suppose that a Participant Account is credited with 8,765.4321 variable
accumulation units of a particular Sub-Account but is not credited with
any fixed accumulation units; that the variable accumulation unit value and
the annuity unit value for the particular Sub-Account for the valuation
period which ends immediately preceding the annuity commencement date are
14.5645672 and 12.3456789 respectively; that the annuity payment rate for the
age and option elected is $6.78 per $1,000; and that the annuity unit value
on the day prior to the second variable annuity payment date is 12.3846325.
The first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672
X 6.78 divided by 1,000).  The number of annuity units credited would be
70.1112 ($865.57 divided by 12.3456789) and the second variable annuity
payment would be $868.30 (70.1112 X 12.3846325).

                           DISTRIBUTION OF THE CONTRACTS

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


          Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.50% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 0.50% of the Participant's Account Value.
In addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation.
The Company reserves the right to offer these additional incentives only to
certain


<PAGE>

                                         -10-


broker-dealers that sell or are expected to sell during specified time
periods certain minimum amounts of the Contracts or Certificates or other
contracts offered by the Company. Promotional incentives may change at any
time. Commissions will not be paid with respect to Participant Accounts
established for the personal account of employees of the Company or any of
its affiliates, or of persons engaged in the distribution of the Contracts,
or of immediate family members of such employees or persons. In addition,
commissions may be waived or reduced in connection with certain transactions
described in the Prospectus under the heading "Waivers; Reduced Charges;
Bonus Guaranteed Interest Rates."


                       DESIGNATION AND CHANGE OF BENEFICIARY

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


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

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

                                     CUSTODIAN

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

                                FINANCIAL STATEMENTS

          The Financial Statements of Sun Life of Canada (U.S.) Variable
Account F for the year ended December 31, 1999 included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999

<TABLE>
<CAPTION>
Assets:
                                                                Shares           Cost             Value
Investment in MFS/Sun Life Series Trust:                      -----------   --------------   ---------------
<S>                                                           <C>           <C>              <C>
    Bond Series ("BDS").....................................    5,032,859   $   52,850,279   $    52,118,351
    Capital Appreciation Series ("CAS").....................   33,928,098    1,362,292,998     1,836,044,559
    Capital Opportunities Series ("COS")....................   17,497,220      291,825,538       428,787,357
    Massachusetts Investors Trust Series ("MIT")............   55,246,647    1,765,382,623     2,096,532,982
    Emerging Growth Series ("EGS")..........................   33,617,464      657,067,915     1,354,009,677
    Equity Income Series ("EIS")............................    3,651,313       40,120,260        40,936,224
    Emerging Markets Equity
    Series ("FCE")..........................................    3,316,512       30,303,485        37,877,306
    International Growth Series ("FCI").....................    5,055,030       52,026,378        66,223,206
    International Growth and Income Series ("FCG")..........    5,403,493       69,153,828        80,909,710
    Government Securities Series ("GSS")....................   35,624,961      457,676,007       444,492,495
    High Yield Series ("HYS")...............................   34,025,742      315,462,174       306,781,605
    Managed Sectors Series ("MSS")..........................   12,025,505      345,925,544       630,396,157
    Massachusetts Investors Growth Stock Series ("MIS").....   32,967,162      416,945,277       531,800,703
    Money Market Series ("MMS").............................  454,908,455      454,908,455       454,908,455
    New Discovery Series ("NWD")............................    3,710,841       41,511,925        62,699,760
    Research Series ("RES").................................   43,297,368      826,432,303     1,195,623,218
    Research Growth and Income Series ("RGS")...............    5,206,053       69,608,597        75,161,248
    Research International Series ("RSS")...................    2,045,281       23,798,520        29,839,876
    Strategic Income Series ("SIS").........................    1,895,901       18,979,780        19,443,594
    Total Return Series ("TRS").............................   93,947,109    1,777,124,893     1,762,378,532
    Utilities Series ("UTS")................................   18,760,767      294,942,640       372,198,015
    Global Asset Allocation Series ("GAA")..................    7,496,242      107,654,207       121,373,291
    Global Governments Series ("GGS").......................    6,514,585       72,392,490        66,878,866
    Global Growth Series ("GGR")............................   16,712,838      242,007,044       420,505,813
    Global Total Return Series ("GTR")......................    6,153,538       90,512,865       102,431,102
    Strategic Growth Series ("SGS").........................      755,126        8,085,971         9,158,291
                                                                            --------------   ---------------
                                                                            $9,884,991,996   $12,599,510,393
                                                                            ==============
Liability:
  Payable to Sponsor......................................................................          (788,789)
                                                                                             ---------------
        Net Assets........................................................................   $12,598,721,604
                                                                                             ===============
</TABLE>

<TABLE>
<CAPTION>
                                                     Applicable to Owners of
                                               Deferred Variable Annuity Contracts   Reserve for
                                              -------------------------------------   Variable
                                                Units     Unit Value      Value       Annuities      Total
 NET ASSETS APPLICABLE TO CONTRACT OWNERS:    ----------  ----------  -------------  -----------  ------------
 <S>                                          <C>         <C>         <C>            <C>          <C>
   MFS REGATTA CONTRACTS:
     CAS -- Level 1.........................     22,958    $49.8052   $  1,154,572   $   82,807   $  1,237,379
     CAS -- Level 2.........................  7,847,274     20.1338    157,816,394      969,593    158,785,987
     GSS -- Level 1.........................         --     17.3110         13,647       60,353         74,000
     GSS -- Level 2.........................  2,795,724     11.1316     31,105,411       89,576     31,194,987
     HYS -- Level 1.........................        165     23.0560         13,811        3,624         17,435
     HYS -- Level 2.........................  1,075,336     11.7136     12,598,381       70,200     12,668,581
     MSS -- Level 1.........................      5,113     55.3202        400,698       --            400,698
     MSS -- Level 2.........................  2,678,028     24.9629     66,652,102      199,948     66,852,050
     MMS -- Level 1.........................     16,140     14.0901        423,113       21,042        444,155
     MMS -- Level 2.........................  2,672,617     11.1554     29,564,107      218,878     29,782,985
     TRS -- Level 1.........................     31,742     26.9360        870,926       26,274        897,200
     TRS -- Level 2.........................  9,929,414     13.5253    134,236,171    1,163,409    135,399,580
     GGS -- Level 1.........................        495     17.4756         20,251           --         20,251
     GGS -- Level 2.........................    630,136     10.4903      6,597,561       77,362      6,674,923
                                                                      ------------   ----------   ------------
                                                                      $441,467,145   $2,983,066   $444,450,211
                                                                      ------------   ----------   ------------
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                               Applicable to Owners of
                                                         Deferred Variable Annuity Contracts      Reserve for
                                                       ----------------------------------------    Variable
                                                         Units      Unit Value       Value         Annuities        Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED):  ----------   ----------   --------------   -----------   --------------
<S>                                                    <C>          <C>          <C>              <C>           <C>
  MFS REGATTA GOLD CONTRACTS:
    BDS.............................................    2,085,322    $10.2650    $   21,422,675   $   196,994   $   21,619,669
    CAS.............................................   32,846,090     45.4986     1,494,201,625     8,076,446    1,502,278,071
    COS.............................................   12,845,672     25.0521       321,822,832       370,891      322,193,723
    MIT.............................................   49,201,899     33.5203     1,649,205,165     5,518,991    1,654,724,156
    EGS.............................................   28,061,821     39.9489     1,121,085,030     2,395,699    1,123,480,729
    EIS.............................................    1,301,166     10.9848        14,292,791       --            14,292,791
    FCE.............................................    2,761,034     11.2207        30,978,033        86,552       31,064,585
    FCI.............................................    3,187,799     12.6829        40,432,352        49,086       40,481,438
    FCG.............................................    4,509,596     15.2129        68,611,598       107,072       68,718,670
    GSS.............................................   23,230,411     14.5981       339,182,656     1,242,278      340,424,934
    HYS.............................................   12,537,119     18.9861       238,076,354       754,623      238,830,977
    MSS.............................................   11,032,465     46.5671       513,184,584     1,768,278      514,952,862
    MIS.............................................   11,985,320     16.0186       191,981,488       406,236      192,387,724
    MMS.............................................   28,447,843     12.6229       359,153,095     1,693,460      360,846,555
    NWD.............................................    1,599,416     16.6274        26,593,488        92,786       26,686,274
    RES.............................................   35,935,779     29.0316     1,042,604,864     3,075,481    1,045,680,345
    RGS.............................................    3,153,242     14.0374        44,265,738       118,955       44,384,693
    RSS.............................................    1,114,581     14.2620        15,897,340       --            15,897,340
    SIS.............................................      892,490     12.1979         9,166,122       --             9,166,122
    TRS.............................................   62,923,966     22.4371     1,411,666,379     4,695,525    1,416,361,904
    UTS.............................................    9,588,408     28.5407       273,652,266     1,182,207      274,834,473
    GAA.............................................    6,188,330     18.4932       114,469,945       607,231      115,077,176
    GGS.............................................    3,941,088     14.2506        56,177,676       377,322       56,554,998
    GGR.............................................   13,513,835     29.1523       393,951,878     1,153,770      395,105,648
    GTR.............................................    4,907,545     18.3636        90,121,960       555,833       90,677,793
    SGS.............................................      558,856     12.1979         6,814,708       --             6,814,708
                                                                                 --------------   -----------   --------------
                                                                                 $9,889,012,642   $34,525,716   $9,923,538,358
                                                                                 --------------   -----------   --------------
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                                 Applicable to Owners of
                                                           Deferred Variable Annuity Contracts    Reserve for
                                                          -------------------------------------    Variable
                                                            Units     Unit Value      Value        Annuities       Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED):     ---------   ----------   ------------   -----------   ------------
<S>                                                       <C>         <C>          <C>            <C>           <C>
  MFS REGATTA CLASSIC CONTRACTS:
    BDS.................................................     48,210    $10.1232    $    487,954      $--        $    487,954
    CAS.................................................    643,838     20.0351      12,896,639      --           12,896,639
    COS.................................................    450,750     23.3171      10,503,243      --           10,503,243
    MIT.................................................  1,467,541     16.6602      24,441,075         572       24,441,647
    EGS.................................................  1,130,669     26.4915      29,945,574      --           29,945,574
    EIS.................................................     74,460     11.2502         837,571      --              837,571
    FCE.................................................     72,781     11.8522         862,731      --              862,731
    FCI.................................................     98,698     13.1278       1,294,861      --            1,294,861
    FCG.................................................     89,652     14.7561       1,320,980      --            1,320,980
    GSS.................................................    282,054     11.1508       3,151,398      --            3,151,398
    HYS.................................................    312,392     11.8516       3,700,989      --            3,700,989
    MSS.................................................    305,995     24.2876       7,430,811      --            7,430,811
    MIS.................................................    501,609     16.0843       8,069,796      --            8,069,796
    MMS.................................................  1,078,121     11.1757      12,051,351      --           12,051,351
    NWD.................................................     99,057     16.6956       1,654,206      --            1,654,206
    RES.................................................    963,271     17.5948      16,945,380      --           16,945,380
    RGS.................................................     74,418     13.8731       1,032,103      --            1,032,103
    RSS.................................................     28,986     16.8662         488,903      --              488,903
    SIS.................................................     22,950     11.2108         234,390      --              234,390
    TRS.................................................  1,987,855     13.3948      26,626,717       1,085       26,627,802
    UTS.................................................    356,269     19.2810       6,862,785      --            6,862,785
    GAA.................................................     43,343     13.5725         588,958      --              588,958
    GGS.................................................     42,362     10.7398         454,905      --              454,905
    GGR.................................................    135,881     21.3313       2,897,127      --            2,897,127
    GTR.................................................    118,027     14.0077       1,652,891         597        1,653,488
    SGS.................................................      5,701     11.2108          63,889      --               63,889
                                                                                   ------------      ------     ------------
                                                                                   $176,497,227      $2,254     $176,499,481
                                                                                   ------------      ------     ------------
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF CONDITION -- December 31, 1999 -- continued

<TABLE>
<CAPTION>
                                                                Applicable to Owners of
                                                          Deferred Variable Annuity Contracts      Reserve for
                                                       -----------------------------------------    Variable
                                                         Units      Unit Value        Value         Annuities         Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED):  ----------   ----------   ---------------   -----------   ---------------
<S>                                                    <C>          <C>          <C>               <C>           <C>
  MFS REGATTA PLATINUM CONTRACTS:
    BDS............................................     2,970,448    $10.0963    $    29,994,338   $     6,370   $    30,000,708
    CAS............................................    10,770,738     14.8295        159,713,722       855,329       160,569,051
    COS............................................     6,088,167     15.7265         95,743,651       288,540        96,032,191
    MIT............................................    36,443,681     11.4075        415,739,367     1,814,868       417,554,235
    EGS............................................     9,952,208     20.0771        199,806,631       871,934       200,678,565
    EIS............................................     2,322,545     11.1059         25,793,127        12,558        25,805,685
    FCE............................................       471,834     12.2711          5,788,888       156,525         5,945,413
    FCI............................................     1,960,439     12.4412         24,389,553        44,137        24,433,690
    FCG............................................       904,331     11.9538         10,809,507        47,556        10,857,063
    GSS............................................     6,917,529     10.0675         69,644,205       151,558        69,795,763
    HYS............................................     5,126,512     10.0101         51,279,436       228,601        51,508,037
    MSS............................................     2,096,399     19.3732         40,613,386        30,902        40,644,288
    MIS............................................    20,741,206     15.9430        330,672,742       615,728       331,288,470
    MMS............................................     4,848,739     10.5145         50,985,070       534,768        51,519,838
    NWD............................................     2,064,540     16.4450         33,951,877       358,408        34,310,285
    RES............................................     9,822,632     13.4883        132,488,128       436,882       132,925,010
    RGS............................................     2,692,647     11.0284         29,696,208        46,181        29,742,389
    RSS............................................       914,188     14.4906         13,247,136       206,497        13,453,633
    SIS............................................       987,192     12.0212         10,043,082       --             10,043,082
    TRS............................................    17,437,345     10.4327        181,919,827       855,857       182,775,684
    UTS............................................     6,397,913     14.1367         90,458,930        61,616        90,520,546
    GAA............................................       502,791     11.3461          5,704,516       --              5,704,516
    GGS............................................       301,714     10.5290          3,174,978        20,740         3,195,718
    GGR............................................     1,328,571     16.9623         22,535,111       --             22,535,111
    GTR............................................       901,334     11.1787         10,076,998        37,891        10,114,889
    SGS............................................       189,701     12.0212          2,279,694       --              2,279,694
                                                                                 ---------------   -----------   ---------------
                                                                                 $ 2,046,550,108   $ 7,683,446   $ 2,054,233,554
                                                                                 ---------------   -----------   ---------------
    Net Assets................................................................   $12,553,527,122   $45,194,482   $12,598,721,604
                                                                                 ===============   ===========   ===============
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                          BDS            CAS           COS            MIT           EGS            EIS
                                      Sub-Account    Sub-Account   Sub-Account    Sub-Account   Sub-Account    Sub-Account
                                      ------------  -------------  ------------  -------------  ------------  -------------
 <S>                                  <C>           <C>            <C>           <C>            <C>           <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received..........  $   456,185   $ 165,042,350  $  5,266,720  $ 142,902,581  $ 12,001,599   $    47,820
   Mortality and expense risk
    charges.........................     (464,791)    (18,362,496)   (3,268,957)   (23,586,223)  (10,306,327)     (282,553)
   Distribution expense charges.....      --               (5,941)      --            --             --            --
   Administrative expense charges...      (55,942)     (2,200,044)     (394,335)    (2,836,395)   (1,242,331)      (34,088)
                                      -----------   -------------  ------------  -------------  ------------   -----------
       Net investment income
        (loss)......................  $   (64,548)  $ 144,473,869  $  1,603,428  $ 116,479,963  $    452,941   $  (268,821)
                                      -----------   -------------  ------------  -------------  ------------   -----------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales............  $ 9,550,320   $ 450,572,346  $ 29,745,130  $ 233,601,157  $137,754,613   $ 9,351,165
     Cost of investments sold.......   (9,570,915)   (344,857,604)  (19,530,316)  (117,395,546)  (77,682,913)   (8,400,487)
                                      -----------   -------------  ------------  -------------  ------------   -----------
       Net realized gains
        (losses)....................  $   (20,595)  $ 105,714,742  $ 10,214,814  $ 116,205,611  $ 60,071,700   $   950,678
                                      -----------   -------------  ------------  -------------  ------------   -----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year....................  $  (731,928)  $ 473,751,561  $136,961,819  $ 331,150,359  $696,941,762   $   815,964
     Beginning of year..............      286,002     287,338,195    32,482,750    452,834,707   194,893,156       595,356
                                      -----------   -------------  ------------  -------------  ------------   -----------
       Change in unrealized
        appreciation
        (depreciation)..............  $(1,017,930)  $ 186,413,366  $104,479,069  $(121,684,348) $502,048,606   $   220,608
                                      -----------   -------------  ------------  -------------  ------------   -----------
     Realized and unrealized gains
      (losses)......................  $(1,038,525)  $ 292,128,108  $114,693,883  $  (5,478,737) $562,120,306   $ 1,171,286
                                      -----------   -------------  ------------  -------------  ------------   -----------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS...................  $(1,103,073)  $ 436,601,977  $116,297,311  $ 111,001,226  $562,573,247   $   902,465
                                      ===========   =============  ============  =============  ============   ===========
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
                                          FCE           FCI            FCG            GSS
                                      Sub-Account   Sub-Account    Sub-Account    Sub-Account
                                      ------------  ------------  -------------  -------------
 <S>                                  <C>           <C>           <C>            <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received..........  $    --       $    216,260  $   2,184,611  $  21,618,169
   Mortality and expense risk
    charges.........................      (298,005)     (549,216)      (885,975)    (5,311,042)
   Distribution expense charges.....       --            --            --               (1,545)
   Administrative expense charges...       (35,925)      (66,290)      (106,818)      (636,791)
                                      ------------  ------------  -------------  -------------
       Net investment income
        (loss)......................  $   (333,930) $   (399,246) $   1,191,818  $  15,668,791
                                      ------------  ------------  -------------  -------------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains(losses) on
    investment transactions:
     Proceeds from sales............  $ 13,945,514  $ 30,960,149  $ 106,011,361  $ 115,563,467
     Cost of investments sold.......   (15,674,700)  (29,356,563)  (100,713,204)  (118,246,571)
                                      ------------  ------------  -------------  -------------
       Net realized gains
        (losses)....................  $ (1,729,186) $  1,603,586  $   5,298,157  $  (2,683,104)
                                      ------------  ------------  -------------  -------------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year....................  $  7,573,821  $ 14,196,828  $  11,755,882  $ (13,183,512)
     Beginning of year..............    (5,357,496)     (519,445)     6,495,614     14,106,863
                                      ------------  ------------  -------------  -------------
       Change in unrealized
        appreciation
        (depreciation)..............  $ 12,931,317  $ 14,716,273  $   5,260,268  $ (27,290,375)
                                      ------------  ------------  -------------  -------------
     Realized and unrealized gains
      (losses)......................  $ 11,202,131  $ 16,319,859  $  10,558,425  $ (29,973,479)
                                      ------------  ------------  -------------  -------------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS...................  $ 10,868,201  $ 15,920,613  $  11,750,243  $ (14,304,688)
                                      ============  ============  =============  =============

<CAPTION>
                                           HYS            MSS
                                       Sub-Account    Sub-Account
                                      -------------  --------------
 <S>                                  <C>            <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received..........  $  24,714,357   $   --
   Mortality and expense risk
    charges.........................     (3,694,316)    (4,726,197)
   Distribution expense charges.....           (565)        (1,871)
   Administrative expense charges...       (443,843)      (566,272)
                                      -------------   ------------
       Net investment income
        (loss)......................  $  20,575,633   $ (5,294,340)
                                      -------------   ------------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains(losses) on
    investment transactions:
     Proceeds from sales............  $ 131,860,091   $ 88,894,001
     Cost of investments sold.......   (135,709,620)   (72,940,290)
                                      -------------   ------------
       Net realized gains
        (losses)....................  $  (3,849,529)  $ 15,953,711
                                      -------------   ------------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year....................  $  (8,680,569)  $284,470,613
     Beginning of year..............     (7,980,287)    16,729,347
                                      -------------   ------------
       Change in unrealized
        appreciation
        (depreciation)..............  $    (700,282)  $267,741,266
                                      -------------   ------------
     Realized and unrealized gains
      (losses)......................  $  (4,549,811)  $283,694,977
                                      -------------   ------------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS...................  $  16,025,822   $278,400,637
                                      =============   ============
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
                                      MIS            MMS           NWD          RES
                                  Sub-Account    Sub-Account   Sub-Account  Sub-Account
                                  ------------  -------------  -----------  ------------
 <S>                              <C>           <C>            <C>          <C>
 INCOME AND EXPENSES:
   Dividend income and capital
    gain distributions
    received....................  $  3,086,853  $  20,077,131  $   133,721  $ 33,877,219
   Mortality and expense risk
    charges.....................    (3,219,139)    (5,364,185)    (334,655)  (12,526,374)
   Distribution expense
    charges.....................       --              (1,353)     --            --
   Administrative expense
    charges.....................      (387,637)      (644,685)     (40,408)   (1,507,388)
                                  ------------  -------------  -----------  ------------
       Net investment income
        (loss)..................  $   (519,923) $  14,066,908  $  (241,342) $ 19,843,457
                                  ------------  -------------  -----------  ------------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales........  $ 28,678,591  $ 681,042,524  $ 7,761,195  $126,485,068
     Cost of investments sold...   (22,458,189)  (681,042,524)  (6,405,814)  (74,939,328)
                                  ------------  -------------  -----------  ------------
       Net realized gains
        (losses)................  $  6,220,402  $    --        $ 1,355,381  $ 51,545,740
                                  ------------  -------------  -----------  ------------
   Net unrealized appreciation
    (depreciation) on
    investments:
     End of year................  $114,855,426  $    --        $21,187,835  $369,190,915
     Beginning of year..........    11,412,175       --          1,504,013   222,195,462
                                  ------------  -------------  -----------  ------------
       Change in unrealized
        appreciation
        (depreciation)..........  $103,443,251  $    --        $19,683,822  $146,995,453
                                  ------------  -------------  -----------  ------------
     Realized and unrealized
      gains (losses)............  $109,663,653  $    --        $21,039,203  $198,541,193
                                  ------------  -------------  -----------  ------------
 INCREASE (DECREASE) IN NET
  ASSETS FROM OPERATIONS........  $109,143,730  $  14,066,908  $20,797,861  $218,384,650
                                  ============  =============  ===========  ============

<CAPTION>
                                     RGS           RSS           SIS
                                 Sub-Account   Sub-Account   Sub-Account
                                 ------------  ------------  -----------
 <S>                             <C>           <C>           <C>
 INCOME AND EXPENSES:
   Dividend income and capital
    gain distributions
    received...................  $    184,713  $      1,911  $   271,924
   Mortality and expense risk
    charges....................      (718,747)     (128,399)    (168,321)
   Distribution expense
    charges....................       --            --           --
   Administrative expense
    charges....................       (86,537)      (15,455)     (20,234)
                                 ------------  ------------  -----------
       Net investment income
        (loss).................  $   (620,571) $   (141,943) $    83,369
                                 ------------  ------------  -----------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales.......  $ 13,728,018  $ 13,408,569  $ 2,528,947
     Cost of investments sold..   (11,746,493)  (11,896,704)  (2,439,032)
                                 ------------  ------------  -----------
       Net realized gains
        (losses)...............  $  1,981,525  $  1,511,865  $    89,915
                                 ------------  ------------  -----------
   Net unrealized appreciation
    (depreciation) on
    investments:
     End of year...............  $  5,552,651  $  6,041,356  $   463,814
     Beginning of year.........     3,487,391       126,682      217,175
                                 ------------  ------------  -----------
       Change in unrealized
        appreciation
        (depreciation).........  $  2,065,260  $  5,914,674  $   246,639
                                 ------------  ------------  -----------
     Realized and unrealized
      gains (losses)...........  $  4,046,785  $  7,426,539  $   336,554
                                 ------------  ------------  -----------
 INCREASE (DECREASE) IN NET
  ASSETS FROM OPERATIONS.......  $  3,426,214  $  7,284,596  $   419,923
                                 ============  ============  ===========
</TABLE>

                       See notes to financial statements


<PAGE>

REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
                                           TRS            UTS           GAA           GGS
                                       Sub-Account    Sub-Account   Sub-Account   Sub-Account
                                      -------------  -------------  ------------  ------------
 <S>                                  <C>            <C>            <C>           <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received..........  $ 269,625,863  $ 28,611,367   $  6,409,041  $  9,343,075
   Mortality and expense risk
    charges.........................    (22,286,255)   (3,306,043)    (1,427,773)     (953,326)
   Distribution expense charges.....        (10,220)      --             --               (422)
   Administrative expense charges...     (2,671,814)     (397,938)      (171,521)     (114,118)
                                      -------------  ------------   ------------  ------------
       Net investment income
        (loss)......................  $ 244,657,574  $ 24,907,386   $  4,809,747  $  8,275,209
                                      -------------  ------------   ------------  ------------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales............  $ 357,231,982  $ 34,366,900   $ 29,474,177  $ 26,696,851
     Cost of investments sold.......   (313,675,798)  (23,665,238)   (26,588,874)  (28,476,289)
                                      -------------  ------------   ------------  ------------
       Net realized gains
        (losses)....................  $  43,556,184  $ 10,701,662   $  2,885,303  $ (1,779,438)
                                      -------------  ------------   ------------  ------------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year....................  $ (14,746,361) $ 77,255,375   $ 13,719,084  $ (5,513,624)
     Beginning of year..............    247,870,707    34,293,510      3,446,679     6,569,807
                                      -------------  ------------   ------------  ------------
       Change in unrealized
        appreciation
        (depreciation)..............  $(262,617,068) $ 42,961,865   $ 10,272,405  $(12,083,431)
                                      -------------  ------------   ------------  ------------
     Realized and unrealized gains
      (losses)......................  $(219,060,884) $ 53,663,527   $ 13,157,708  $(13,862,869)
                                      -------------  ------------   ------------  ------------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS...................  $  25,596,690  $ 78,570,913   $ 17,967,455  $ (5,587,660)
                                      =============  ============   ============  ============

<CAPTION>
                                          GGR            GTR             SGS
                                      Sub-Account    Sub-Account    Sub-Account(b)
                                      ------------  --------------  --------------
 <S>                                  <C>           <C>             <C>
 INCOME AND EXPENSES:
   Dividend income and capital gain
    distributions received..........  $ 10,725,752   $  7,230,240     $  --
   Mortality and expense risk
    charges.........................    (3,549,051)    (1,188,320)        (7,136)
   Distribution expense charges.....       --            --              --
   Administrative expense charges...      (426,441)      (143,007)          (858)
                                      ------------   ------------     ----------
       Net investment income
        (loss)......................  $  6,750,260   $  5,898,913     $   (7,994)
                                      ------------   ------------     ----------
 REALIZED AND UNREALIZED GAINS
  (LOSSES):
   Realized gains (losses) on
    investment transactions:
     Proceeds from sales............  $ 44,112,521   $ 16,770,599     $  151,707
     Cost of investments sold.......   (31,638,209)   (13,273,072)      (493,571)
                                      ------------   ------------     ----------
       Net realized gains
        (losses)....................  $ 12,474,312   $  3,497,527     $ (341,864)
                                      ------------   ------------     ----------
   Net unrealized appreciation
    (depreciation) on investments:
     End of year....................  $178,498,769   $ 11,918,237     $1,072,320
     Beginning of year..............    33,369,072     14,614,468        --
                                      ------------   ------------     ----------
       Change in unrealized
        appreciation
        (depreciation)..............  $145,129,697   $ (2,696,231)    $1,072,320
                                      ------------   ------------     ----------
     Realized and unrealized gains
      (losses)......................  $157,604,009   $    801,296     $  730,456
                                      ------------   ------------     ----------
 INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS...................  $164,354,269   $  6,700,209     $  722,462
                                      ============   ============     ==========
</TABLE>

(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
    through December 31, 1999.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               BDS                              CAS                              COS
                                           Sub-Account                      Sub-Account                      Sub-Account
                                  -----------------------------   -------------------------------   -----------------------------
                                   Year Ended      Year Ended       Year Ended       Year Ended      Year Ended      Year Ended
                                  December 31,    December 31,     December 31,     December 31,    December 31,    December 31,
                                      1999           1998(a)           1999             1998            1999            1998
                                  -------------   -------------   --------------   --------------   -------------   -------------
<S>                               <C>             <C>             <C>              <C>              <C>             <C>
OPERATIONS:
  Net investment income
   (loss).......................   $   (64,548)    $   (82,271)   $  144,473,869   $  128,215,244   $  1,603,428    $  3,637,491
  Net realized gains (losses)...       (20,595)        216,410       105,714,742       66,702,495     10,214,814       5,170,487
  Net unrealized gains
   (losses).....................    (1,017,930)        286,002       186,413,366      121,369,200    104,479,069      20,631,668
                                   -----------     -----------    --------------   --------------   ------------    ------------
      Increase (Decrease) in net
       assets from operations...   $(1,103,073)    $   420,141    $  436,601,977   $  316,286,939   $116,297,311    $ 29,439,646
                                   -----------     -----------    --------------   --------------   ------------    ------------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
     received...................   $11,283,792     $ 9,875,456    $   76,869,793   $  107,933,141   $ 42,581,763    $ 38,230,487
    Net transfers between
     Sub-Accounts and Fixed
     Account....................    26,002,672       9,534,568         2,132,992       47,848,492    100,363,903      40,051,430
    Withdrawals, surrenders,
     annuitizations and contract
     charges....................    (3,714,192)       (395,676)     (174,746,999)    (114,794,853)   (18,079,962)     (7,541,790)
                                   -----------     -----------    --------------   --------------   ------------    ------------
      Net accumulation
       activity.................   $33,572,272     $19,014,348    $  (95,744,214)  $   40,986,780   $124,865,704    $ 70,740,127
                                   -----------     -----------    --------------   --------------   ------------    ------------
  Annuitization Activity:
    Annuitizations..............   $    79,698     $   164,170    $    1,893,718   $    1,220,067   $    359,014    $    142,386
    Annuity payments and
     contract charges...........       (25,302)         (3,903)       (1,271,221)      (1,025,009)      (143,073)        (46,545)
    Net Transfers between
     Sub-Accounts...............       --              --                109,831          (41,318)        33,759          25,440
    Adjustments to annuity
     reserves...................         2,648         (12,668)         (272,714)         (88,123)       (43,544)        (10,400)
                                   -----------     -----------    --------------   --------------   ------------    ------------
      Net annuitization
       activity.................   $    57,044     $   147,599    $      459,614   $       65,617   $    206,156    $    110,881
                                   -----------     -----------    --------------   --------------   ------------    ------------
  Increase (Decrease) in net
   assets from contract owner
   transactions.................   $33,629,316     $19,161,947    $  (95,284,600)  $   41,052,397   $125,071,860    $ 70,851,008
                                   -----------     -----------    --------------   --------------   ------------    ------------
    Increase (Decrease) in net
     assets.....................   $32,526,243     $19,582,088    $  341,317,377   $  357,339,336   $241,369,171    $100,290,654
NET ASSETS:
  Beginning of year.............    19,582,088         --          1,494,449,750    1,137,110,414    187,359,986      87,069,332
                                   -----------     -----------    --------------   --------------   ------------    ------------
  End of year...................   $52,108,331     $19,582,088    $1,835,767,127   $1,494,449,750   $428,729,157    $187,359,986
                                   ===========     ===========    ==============   ==============   ============    ============
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                  MIT                              EGS                            EIS
                                              Sub-Account                      Sub-Account                    Sub-Account
                                    -------------------------------   -----------------------------   ---------------------------
                                      Year Ended       Year Ended       Year Ended      Year Ended     Year Ended     Year Ended
                                     December 31,     December 31,     December 31,    December 31,   December 31,   December 31,
                                         1999             1998             1999            1998           1999         1998(a)
                                    --------------   --------------   --------------   ------------   ------------   ------------
<S>                                 <C>              <C>              <C>              <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss)....  $  116,479,963   $   74,447,584   $      452,941   $ 11,234,121   $  (268,821)    $  (31,884)
  Net realized gains (losses).....     116,205,611       33,652,751       60,071,700     22,519,902       950,678       (117,486)
  Net unrealized gains (losses)...    (121,684,348)     167,450,974      502,048,606    124,900,453       220,608        595,356
                                    --------------   --------------   --------------   ------------   -----------     ----------
      Increase (Decrease) in net
       assets from operations.....  $  111,001,226   $  275,551,309   $  562,573,247   $158,654,476   $   902,465     $  445,986
                                    --------------   --------------   --------------   ------------   -----------     ----------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received....  $  200,798,865   $  265,107,890   $   72,378,390   $ 90,838,283   $11,769,375     $4,758,335
    Net transfers between
     Sub-Accounts and Fixed
     Account......................     215,949,849      206,082,223       80,609,004     40,488,353    22,083,804      3,493,264
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................    (159,633,917)     (88,307,981)     (63,348,442)   (30,769,813)   (2,323,339)      (205,828)
                                    --------------   --------------   --------------   ------------   -----------     ----------
      Net accumulation activity...  $  257,114,797   $  382,882,132   $   89,638,952   $100,556,823   $31,529,840     $8,045,771
                                    --------------   --------------   --------------   ------------   -----------     ----------
  Annuitization Activity:
    Annuitizations................  $    2,805,581   $    2,012,633   $    1,166,495   $    453,478   $    12,343     $  --
    Annuity payments and contract
     charges......................        (993,419)        (713,563)        (240,170)      (113,219)         (181)       --
    Net Transfers between
     Sub-Accounts.................         (31,426)        (116,539)          24,221         (5,495)      --             --
    Adjustments to annuity
     reserves.....................         (68,461)         265,082           (5,370)       128,245          (177)       --
                                    --------------   --------------   --------------   ------------   -----------     ----------
      Net annuitization
       activity...................  $    1,712,275   $    1,447,613   $      945,176   $    463,009   $    11,985     $  --
                                    --------------   --------------   --------------   ------------   -----------     ----------
  Increase (Decrease) in net
   assets from contract owner
   transactions...................  $  258,827,072   $  384,329,745   $   90,584,128   $101,019,832   $31,541,825     $8,045,771
                                    --------------   --------------   --------------   ------------   -----------     ----------
  Increase (Decrease) in net
   assets.........................  $  369,828,298   $  659,881,054   $  653,157,375   $259,674,308   $32,444,290     $8,491,757
NET ASSETS:
  Beginning of year...............   1,726,891,740    1,067,010,686      700,947,493    441,273,185     8,491,757        --
                                    --------------   --------------   --------------   ------------   -----------     ----------
  End of year.....................  $2,096,720,038   $1,726,891,740   $1,354,104,868   $700,947,493   $40,936,047     $8,491,757
                                    ==============   ==============   ==============   ============   ===========     ==========
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                      FCE                           FCI                           FCG
                                                  Sub-Account                   Sub-Account                   Sub-Account
                                          ---------------------------   ---------------------------   ---------------------------
                                           Year Ended     Year Ended     Year Ended     Year Ended     Year Ended     Year Ended
                                          December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                                              1999           1998           1999           1998           1999           1998
                                          ------------   ------------   ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss)..........  $  (333,930)   $   467,717    $  (399,246)   $  (101,894)   $ 1,191,818    $ 1,045,909
  Net realized gains (losses)...........   (1,729,186)    (4,423,657)     1,603,586       (134,106)     5,298,157      5,611,522
  Net unrealized gains (losses).........   12,931,317     (3,684,076)    14,716,273       (101,433)     5,260,268      4,069,821
                                          -----------    -----------    -----------    -----------    -----------    -----------
      Increase (Decrease) in net assets
       from operations..................  $10,868,201    $(7,640,016)   $15,920,613    $  (337,433)   $11,750,243    $10,727,252
                                          -----------    -----------    -----------    -----------    -----------    -----------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received..........  $ 2,257,666    $ 2,734,886    $ 7,721,195    $ 8,231,578    $ 4,415,080    $ 7,721,923
    Net transfers between Sub-Accounts
     and Fixed Account..................   10,148,747     (1,032,098)    10,540,394      5,579,377     (1,761,772)     8,246,837
    Withdrawals, surrenders,
     annuitizations and contract
     charges............................   (2,575,449)      (897,534)    (3,292,901)    (1,479,723)    (5,447,333)    (4,121,150)
                                          -----------    -----------    -----------    -----------    -----------    -----------
      Net accumulation activity.........  $ 9,830,964    $   805,254    $14,968,688    $12,331,232    $(2,794,025)   $11,847,610
                                          -----------    -----------    -----------    -----------    -----------    -----------
  Annuitization Activity:
    Annuitizations......................  $   154,638    $     3,586    $    39,173    $     1,716    $    59,613    $    34,551
    Annuity payments and contract
     charges............................       (8,635)        (7,084)        (9,967)        (5,621)       (14,579)       (28,601)
    Net transfers between
     Sub-Accounts.......................       54,153        --             --             --             --             (17,030)
    Adjustments to annuity reserves.....       (3,330)           218        (15,216)         2,415         (4,391)       (10,148)
                                          -----------    -----------    -----------    -----------    -----------    -----------
      Net annuitization activity........  $   196,826    $    (3,280)   $    13,990    $    (1,490)   $    40,643    $   (21,228)
                                          -----------    -----------    -----------    -----------    -----------    -----------
  Increase (Decrease) in net assets from
   contract owner transactions..........  $10,027,790    $   801,974    $14,982,678    $12,329,742    $(2,753,382)   $11,826,382
                                          -----------    -----------    -----------    -----------    -----------    -----------
  Increase (Decrease) in net assets.....  $20,895,991    $(6,838,042)   $30,903,291    $11,992,309    $ 8,996,861    $22,553,634
NET ASSETS:
  Beginning of year.....................   16,976,738     23,814,780     35,306,698     23,314,389     71,899,852     49,346,218
                                          -----------    -----------    -----------    -----------    -----------    -----------
  End of year...........................  $37,872,729    $16,976,738    $66,209,989    $35,306,698    $80,896,713    $71,899,852
                                          ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                            GSS                               HYS                               MSS
                                        Sub-Account                       Sub-Account                       Sub-Account
                              -------------------------------   -------------------------------   -------------------------------
                                 Year Ended       Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                                December 31,     December 31,     December 31,     December 31,     December 31,     December 31,
                                    1999             1998             1999             1998             1999             1998
                              ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                           <C>                <C>            <C>                <C>            <C>                <C>
OPERATIONS:
  Net investment income
   (loss)...................    $ 15,668,791     $ 15,055,335     $ 20,575,633     $ 13,760,883     $ (5,294,340)    $ 45,005,946
  Net realized gains
   (losses).................      (2,683,104)       7,944,827       (3,849,529)       4,744,016       15,953,711       11,481,102
  Net unrealized gains
   (losses).................     (27,290,375)       2,813,782         (700,282)     (20,640,207)     267,741,266      (23,796,460)
                                ------------     ------------     ------------     ------------     ------------     ------------
      Increase (Decrease) in
       net assets from
       operations...........    $(14,304,688)    $ 25,813,944     $ 16,025,822     $ (2,135,308)    $278,400,637     $ 32,690,588
                                ------------     ------------     ------------     ------------     ------------     ------------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
     received...............    $ 26,767,871     $ 33,941,912     $ 20,195,648     $ 54,795,963     $ 16,920,035     $ 22,720,393
    Net transfers between
     Sub-Accounts and Fixed
     Account................      91,170,433       49,410,266       20,734,522       20,587,340       52,096,752       (5,210,223)
    Withdrawals, surrenders,
     annuitizations and
     contract charges.......     (59,337,154)     (40,854,521)     (36,583,190)     (24,841,987)     (51,120,379)     (28,997,564)
                                ------------     ------------     ------------     ------------     ------------     ------------
      Net accumulation
       activity.............    $ 58,601,150     $ 42,497,657     $  4,346,980     $ 50,541,316     $ 17,896,408     $(11,487,394)
                                ------------     ------------     ------------     ------------     ------------     ------------
  Annuitization Activity:
    Annuitizations..........    $    665,654     $  1,080,791     $    333,040     $    514,021     $    135,661     $    360,666
    Annuity payments and
     contract charges.......        (452,725)        (563,274)        (295,312)        (301,855)        (320,573)        (278,169)
    Net transfers between
     Sub-Accounts...........          (3,904)         (10,317)        --                --               118,980           (6,870)
    Adjustments to annuity
     reserves...............          (4,610)          17,162          (22,546)          44,449          (51,415)          (3,336)
                                ------------     ------------     ------------     ------------     ------------     ------------
      Net annuitization
       activity.............    $    204,415     $    524,362     $     15,182     $    256,615     $   (117,347)    $     72,291
                                ------------     ------------     ------------     ------------     ------------     ------------
  Increase (Decrease) in net
   assets from contract
   owner transactions.......    $ 58,805,565     $ 43,022,019     $  4,362,162     $ 50,797,931     $ 17,779,061     $(11,415,103)
                                ------------     ------------     ------------     ------------     ------------     ------------
    Increase (Decrease) in
     net assets.............    $ 44,500,877     $ 68,835,963     $ 20,387,984     $ 48,662,623     $296,179,698     $ 21,275,485
NET ASSETS:
  Beginning of year.........     400,140,205      331,304,242      286,338,035      237,675,412      334,101,011      312,825,526
                                ------------     ------------     ------------     ------------     ------------     ------------
  End of year...............    $444,641,082     $400,140,205     $306,726,019     $286,338,035     $630,280,709     $334,101,011
                                ============     ============     ============     ============     ============     ============
</TABLE>

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 MIS                             MMS                             NWD
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999           1998(a)          1999            1998            1999           1998(a)
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....  $   (519,923)    $  (277,915)   $  14,066,908   $  12,464,454    $  (241,342)    $   (55,628)
  Net realized gains (losses).....     6,220,402         290,620         --              --            1,355,381         (77,926)
  Net unrealized gains (losses)...   103,443,251      11,412,175         --              --           19,683,822       1,504,013
                                    ------------     -----------    -------------   -------------    -----------     -----------
      Increase (Decrease) in net
       assets from operations.....  $109,143,730     $11,424,880    $  14,066,908   $  12,464,454    $20,797,861     $ 1,370,459
                                    ------------     -----------    -------------   -------------    -----------     -----------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received....  $137,436,213     $42,898,409    $  77,465,420   $  84,539,955    $10,051,271     $ 5,928,260
    Net transfers between
     Sub-Accounts and Fixed
     Account......................   223,731,514      27,944,745      176,379,832     205,348,459     20,319,479       6,269,724
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................   (20,457,443)     (1,223,987)    (230,737,769)   (180,586,976)    (2,113,261)       (345,722)
                                    ------------     -----------    -------------   -------------    -----------     -----------
      Net accumulation activity...  $340,710,284     $69,619,167    $  23,107,483   $ 109,301,438    $28,257,489     $11,852,262
                                    ------------     -----------    -------------   -------------    -----------     -----------
  Annuitization Activity:
    Annuitizations................  $    755,518     $   158,201    $   1,593,879   $   1,223,366    $   339,593     $    59,889
    Annuity payments and contract
     charges......................       (48,148)        (10,253)        (347,973)       (267,886)       (15,934)         (3,118)
    Net transfers between
     Sub-Accounts.................        47,324         --              (646,987)         (4,847)        41,259         --
    Adjustments to annuity
     reserves.....................       (53,623)         (1,090)         (33,773)        (38,667)       (46,627)         (2,368)
                                    ------------     -----------    -------------   -------------    -----------     -----------
      Net annuitization
       activity...................  $    701,071     $   146,858    $     565,146   $     911,966    $   318,291     $    54,403
                                    ------------     -----------    -------------   -------------    -----------     -----------
  Increase (Decrease) in net
   assets from contract owner
   transactions...................  $341,411,355     $69,766,025    $  23,672,629   $ 110,213,404    $28,575,780     $11,906,665
                                    ------------     -----------    -------------   -------------    -----------     -----------
    Increase (Decrease) in net
     assets.......................  $450,555,085     $81,190,905    $  37,739,537   $ 122,677,858    $49,373,641     $13,277,124
NET ASSETS:
  Beginning of year...............    81,190,905         --           416,905,347     294,227,489     13,277,124         --
                                    ------------     -----------    -------------   -------------    -----------     -----------
  End of year.....................  $531,745,990     $81,190,905    $ 454,644,884   $ 416,905,347    $62,650,765     $13,277,124
                                    ============     ===========    =============   =============    ===========     ===========
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                     RES                            RGS                           RSS
                                                 Sub-Account                    Sub-Account                   Sub-Account
                                        -----------------------------   ---------------------------   ---------------------------
                                          Year Ended      Year Ended     Year Ended     Year Ended     Year Ended     Year Ended
                                         December 31,    December 31,   December 31,   December 31,   December 31,   December 31,
                                             1999            1998           1999           1998           1999         1998(a)
                                        --------------   ------------   ------------   ------------   ------------   ------------
<S>                                     <C>              <C>            <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss)........  $   19,843,457   $ 22,892,997   $  (620,571)   $  (196,955)   $  (141,943)    $  (15,398)
  Net realized gains (losses).........      51,545,740     21,973,914     1,981,525        513,010      1,511,865        (94,970)
  Net unrealized gains (losses).......     146,995,453    110,904,687     2,065,260      3,223,975      5,914,674        126,682
                                        --------------   ------------   -----------    -----------    -----------     ----------
      Increase (Decrease) in net
       assets from operations.........  $  218,384,650   $155,771,598   $ 3,426,214    $ 3,540,030    $ 7,284,596     $   16,314
                                        --------------   ------------   -----------    -----------    -----------     ----------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received........  $   60,172,716   $103,921,694   $12,282,216    $13,378,132    $ 4,475,044     $2,275,775
    Net transfers between Sub-Accounts
     and Fixed Account................      46,692,915     82,986,033    27,754,724     14,755,314     15,355,290      1,268,571
    Withdrawals, surrenders,
     annuitizations and contract
     charges..........................     (78,027,604)   (44,188,615)   (4,602,039)    (1,413,449)    (1,000,866)       (41,350)
                                        --------------   ------------   -----------    -----------    -----------     ----------
      Net accumulation activity.......  $   28,838,027   $142,719,112   $35,434,901    $26,719,997    $18,829,468     $3,502,996
                                        --------------   ------------   -----------    -----------    -----------     ----------
  Annuitization Activity:
    Annuitizations....................  $      727,314   $    452,588   $    45,656    $    73,112    $   206,502     $  --
    Annuity payments and contract
     charges..........................        (340,066)      (211,454)      (22,411)       (12,398)       --             --
    Net transfers between
     Sub-Accounts.....................          45,500         34,374       --              58,620        --             --
    Adjustments to annuity reserves...        (116,242)       (35,852)          646         (2,709)       --             --
                                        --------------   ------------   -----------    -----------    -----------     ----------
      Net annuitization activity......  $      316,506   $    239,656   $    23,891    $   116,625    $   206,502     $  --
                                        --------------   ------------   -----------    -----------    -----------     ----------
  Increase (Decrease) in net assets
   from contract owner transactions...  $   29,154,533   $142,958,768   $35,458,792    $26,836,622    $19,035,970     $3,502,996
                                        --------------   ------------   -----------    -----------    -----------     ----------
  Increase (Decrease) in net assets...  $  247,539,183   $298,730,366   $38,885,006    $30,376,652    $26,320,566     $3,519,310
NET ASSETS:
  Beginning of year...................     948,011,552    649,281,186    36,274,179      5,897,527      3,519,310        --
                                        --------------   ------------   -----------    -----------    -----------     ----------
  End of year.........................  $1,195,550,735   $948,011,552   $75,159,185    $36,274,179    $29,839,876     $3,519,310
                                        ==============   ============   ===========    ===========    ===========     ==========
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                               SIS                              TRS                              UTS
                                           Sub-Account                      Sub-Account                      Sub-Account
                                  -----------------------------   -------------------------------   -----------------------------
                                   Year Ended      Year Ended       Year Ended       Year Ended      Year Ended      Year Ended
                                  December 31,    December 31,     December 31,     December 31,    December 31,    December 31,
                                      1999           1998(a)           1999             1998            1999            1998
                                  -------------   -------------   --------------   --------------   -------------   -------------
<S>                               <C>             <C>             <C>              <C>              <C>             <C>
OPERATIONS:
  Net investment income
   (loss).......................   $    83,369      $  (37,067)   $  244,657,574   $  163,419,988   $ 24,907,386    $ 15,309,048
  Net realized gains (losses)...        89,915         (88,826)       43,556,184       51,696,637     10,701,662       3,138,939
  Net unrealized gains
   (losses).....................       246,639         217,175      (262,617,068)     (49,976,046)    42,961,865       5,912,858
                                   -----------      ----------    --------------   --------------   ------------    ------------
      Increase (Decrease) in net
       assets from operations...   $   419,923      $   91,282    $   25,596,690   $  165,140,579   $ 78,570,913    $ 24,360,845
                                   -----------      ----------    --------------   --------------   ------------    ------------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments
     received...................   $ 3,507,488      $3,255,808    $   88,544,205   $  144,694,740   $ 34,302,650    $ 39,799,198
    Net transfers between
     Sub-Accounts and Fixed
     Account....................     8,565,548       4,501,699        81,610,921       99,107,901     67,737,731      40,165,423
    Withdrawals, surrenders,
     annuitizations and contract
     charges....................      (830,463)        (67,691)     (250,384,445)    (174,048,588)   (19,915,248)    (10,679,491)
                                   -----------      ----------    --------------   --------------   ------------    ------------
      Net accumulation
       activity.................   $11,242,573      $7,689,816    $  (80,229,319)  $   69,754,053   $ 82,125,133    $ 69,285,130
                                   -----------      ----------    --------------   --------------   ------------    ------------
  Annuitization Activity:
    Annuitizations..............   $   --           $  --         $    2,259,139   $    2,556,048   $    111,619    $    357,771
    Annuity payments and
     contract charges...........       --              --             (1,437,038)      (1,415,164)      (154,181)       (266,331)
    Net transfers between
     Sub-Accounts...............       --              --                (39,113)         104,077        324,919          93,575
    Adjustments to annuity
     reserves...................       --              --               (169,445)         157,679        (15,579)        117,915
                                   -----------      ----------    --------------   --------------   ------------    ------------
      Net annuitization
       activity.................   $   --           $  --         $      613,543   $    1,402,640   $    266,778    $    302,930
                                   -----------      ----------    --------------   --------------   ------------    ------------
  Increase (Decrease) in net
   assets from contract owner
   transactions.................   $11,242,573      $7,689,816    $  (79,615,776)  $   71,156,693   $ 82,391,911    $ 69,588,060
                                   -----------      ----------    --------------   --------------   ------------    ------------
    Increase (Decrease) in net
     assets.....................   $11,662,496      $7,781,098    $  (54,019,086)  $  236,297,272   $160,962,824    $ 93,948,905
NET ASSETS:
  Beginning of year.............     7,781,098         --          1,816,081,256    1,579,783,984    211,254,980     117,306,075
                                   -----------      ----------    --------------   --------------   ------------    ------------
  End of year...................   $19,443,594      $7,781,098    $1,762,062,170   $1,816,081,256   $372,217,804    $211,254,980
                                   ===========      ==========    ==============   ==============   ============    ============
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                 GAA                             GGS                             GGR
                                             Sub-Account                     Sub-Account                     Sub-Account
                                    -----------------------------   -----------------------------   -----------------------------
                                     Year Ended      Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                                    December 31,    December 31,    December 31,    December 31,    December 31,    December 31,
                                        1999            1998            1999            1998            1999            1998
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)....  $  4,809,747    $  7,482,682    $  8,275,209    $    (87,913)   $  6,750,260    $ 15,489,141
  Net realized gains (losses).....     2,885,303       3,692,859      (1,779,438)       (498,522)     12,474,312      11,591,824
  Net unrealized gains (losses)...    10,272,405      (6,039,574)    (12,083,431)     12,271,071     145,129,697       1,458,038
                                    ------------    ------------    ------------    ------------    ------------    ------------
      Increase (Decrease) in net
       assets from operations.....  $ 17,967,455    $  5,135,967    $ (5,587,660)   $ 11,684,636    $164,354,269    $ 28,539,003
                                    ------------    ------------    ------------    ------------    ------------    ------------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received....  $  2,661,148    $  8,860,816    $  1,751,874    $  3,786,224    $ 10,448,847    $ 15,688,080
    Net transfers between
     Sub-Accounts and Fixed
     Account......................   (14,351,525)     (4,974,353)     (4,727,708)    (12,675,687)     11,508,041      (6,628,067)
    Withdrawals, surrenders,
     annuitizations and contract
     charges......................    (8,142,859)     (6,184,345)    (14,312,841)    (11,908,423)    (26,312,080)    (14,148,887)
                                    ------------    ------------    ------------    ------------    ------------    ------------
      Net accumulation activity...  $(19,833,236)   $ (2,297,882)   $(17,288,675)   $(20,797,886)   $ (4,355,192)   $ (5,088,874)
                                    ------------    ------------    ------------    ------------    ------------    ------------
  Annuitization Activity:
    Annuitizations................  $     12,744    $    196,381    $    100,118    $    158,700    $    166,248    $    107,920
    Annuity payments and contract
     charges......................      (102,934)        (88,583)       (114,238)       (130,085)       (116,958)       (104,706)
    Net transfers between
     Sub-Accounts.................       (33,199)          1,087         --              --              (12,182)       (114,522)
    Adjustments to annuity
     reserves.....................        14,208         (39,140)        (22,713)          3,766          22,465          (5,286)
                                    ------------    ------------    ------------    ------------    ------------    ------------
      Net annuitization
       activity...................  $   (109,181)   $     69,745    $    (36,833)   $     32,381    $     59,573    $   (116,594)
                                    ------------    ------------    ------------    ------------    ------------    ------------
    Increase (Decrease) in net
     assets from contract owner
     transactions.................  $(19,942,417)   $ (2,228,137)   $(17,325,508)   $(20,765,505)   $ (4,295,619)   $ (5,205,468)
                                    ------------    ------------    ------------    ------------    ------------    ------------
    Increase (Decrease) in net
     assets.......................  $ (1,974,962)   $  2,907,830    $(22,913,168)   $ (9,080,869)   $160,058,650    $ 23,333,535
NET ASSETS:
  Beginning of year...............   123,345,612     120,437,782      89,813,963      98,894,832     260,479,236     237,145,701
                                    ------------    ------------    ------------    ------------    ------------    ------------
  End of year.....................  $121,370,650    $123,345,612    $ 66,900,795    $ 89,813,963    $420,537,886    $260,479,236
                                    ============    ============    ============    ============    ============    ============
</TABLE>

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS -- continued

<TABLE>
<CAPTION>
                                                                              GTR                         SGS
                                                                          Sub-Account                 Sub-Account
                                                              -----------------------------------   ----------------
                                                                 Year Ended         Year Ended         Year Ended
                                                                December 31,       December 31,       December 31,
                                                                    1999               1998             1999(b)
                                                              ----------------   ----------------   ----------------
<S>                                                           <C>                <C>                <C>
OPERATIONS:
  Net investment income (loss)..............................    $  5,898,913       $ 2,635,441         $   (7,994)
  Net realized gains (losses)...............................       3,497,527         3,803,017           (341,864)
  Net unrealized gains (losses).............................      (2,696,231)        6,391,001          1,072,320
                                                                ------------       -----------         ----------
      Increase (Decrease) in net assets from operations.....    $  6,700,209       $12,829,459         $  722,462
                                                                ------------       -----------         ----------

CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received..............................    $  5,485,526       $ 8,845,349         $  421,107
    Net transfers between Sub-Accounts and Fixed Account....       1,803,965         8,428,546          8,018,971
    Withdrawals, surrenders, annuitizations and contract
     charges................................................      (6,850,689)       (4,603,063)            (4,249)
                                                                ------------       -----------         ----------
      Net accumulation activity.............................    $    438,802       $12,670,832         $8,435,829
                                                                ------------       -----------         ----------
  Annuitization Activity:
    Annuitizations..........................................    $    114,644       $   134,223         $ --
    Annuity payments and contract charges...................         (78,129)          (61,120)          --
    Net transfers between Sub-Accounts......................        --                --                 --
    Adjustments to annuity reserves.........................          (3,828)           16,790           --
                                                                ------------       -----------         ----------
      Net annuitization activity............................    $     32,687       $    89,893         $ --
                                                                ------------       -----------         ----------
    Increase (Decrease) in net assets from contract owner
     transactions...........................................    $    471,489       $12,760,725         $8,435,829
                                                                ------------       -----------         ----------
    Increase (Decrease) in net assets.......................    $  7,171,698       $25,590,184         $9,158,291
NET ASSETS:
  Beginning of year.........................................      95,274,472        69,684,288           --
                                                                ------------       -----------         ----------
  End of year...............................................    $102,446,170       $95,274,472         $9,158,291
                                                                ============       ===========         ==========
</TABLE>

(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
    through December 31, 1999.

                       See notes to financial statements


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION
Sun Life of Canada (U.S.) Variable Account F (the "Variable Account"), a
separate account of Sun Life Assurance Company of Canada (U.S.) (the "Sponsor"),
was established on July 13, 1989 as a funding vehicle for the variable portion
of Regatta contracts, Regatta Gold contracts, Regatta Classic contracts, Regatta
Platinum contracts (collectively, the "Contracts") and certain other fixed and
variable annuity contracts issued by the Sponsor. The Variable Account is
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 as a unit investment trust.

The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account attributable to the Contracts is invested in shares of a specific
corresponding series of MFS/Sun Life Series Trust (the "Series Trust"), an
open-end management investment company registered under the Investment Company
Act of 1940. Massachusetts Financial Services Company ("MFS"), an affiliate of
the Sponsor, is the investment adviser to the Series Trust.

(2) SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Sponsor's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

INVESTMENT VALUATIONS
Investments in shares of the Series Trust are recorded at their net asset value.
Realized gains and losses on sales of shares of the Series Trust are determined
on the identified cost basis. Dividend income and capital gain distributions
received by the Sub-Accounts are reinvested in additional Series Trust shares
and are recognized on the ex-dividend date.

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

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


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS -- continued
(3) CONTRACT CHARGES
A mortality and expense risk charge based on the value of the Variable Account
is deducted from the Variable Account at the end of each valuation period for
the mortality and expense risks assumed by the Sponsor. The deductions are
transferred periodically to the Sponsor. Currently, the deduction is at an
effective annual rate of 1.25% for Regatta, Regatta Gold and Regatta Platinum
contracts and 1.00% for Regatta Classic contracts.

Each year on the account anniversary, an account administration fee ("Account
Fee") equal to the lesser of $30 or 2% of the participant's account value in the
case of Regatta and Regatta Gold contracts, $35 in the case of Regatta Platinum
contracts and $50 in the case of Regatta Classic contracts (after account year
5, the account fee, for Regatta Gold and Regatta Platinum contracts, may be
changed annually, but it may not exceed the lesser of $50 or 2% of the
participant's account value) is deducted from the participant's account to
reimburse the Sponsor for certain administrative expenses. After the annuity
commencement date, the Account Fee will be deducted pro rata from each variable
annuity payment made during the year.

The Sponsor does not deduct a sales charge from purchase payments. However, in
the case of Regatta, Regatta Gold and Regatta Platinum contracts, a withdrawal
charge (contingent deferred sales charge) of up to 6% of certain amounts
withdrawn, when applicable, may be deducted to cover certain expenses relating
to the sale of the contracts and certificates. In the case of Regatta Classic
contracts, a withdrawal charge of 1% is applied to purchase payments withdrawn
which have been credited to a participant's account for less than one year.

For assuming the risk that withdrawal charges may be insufficient to compensate
it for the costs of distributing the Regatta contracts, the Sponsor makes a
deduction from the Variable Account at the end of each valuation period for the
first seven account years at an effective annual rate of 0.15% of the net assets
attributable to such contracts. No deduction for the distribution expense charge
is made after the seventh account anniversary.

As reimbursement for administrative expenses attributable to Regatta Gold,
Regatta Classic and Regatta Platinum contracts, which exceed the revenues
received from the Account Fees described above derived from such contracts, the
Sponsor makes a deduction from the Variable Account at the end of each valuation
period at an effective annual rate of 0.15% of the net assets attributable to
such contracts.

(4) ANNUITY RESERVES
Annuity reserves are calculated using the 1983 Individual Annuitant Mortality
Table and an assumed interest rate of at least 4% or 3%, as stated in each
participant's contract or certificate, as applicable. Required adjustments to
the reserves are accomplished by transfers to or from the Sponsor.


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS
<TABLE>
<CAPTION>
                                                                                                  Units Transferred
                                                                                                 Between Sub-Accounts
                                                                                                         and
                                      Units Outstanding                                           Fixed Accumulation
                                      Beginning of Year              Units Purchased                   Account
                                 ----------------------------  ----------------------------  ----------------------------
                                     Year           Year           Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>            <C>            <C>
 MFS REGATTA
 CONTRACTS:
 ------------------------------
 CAS -- Level 1                       464,349    2,993,020          1,694          --            (403,678)    (2,286,027)
 CAS -- Level 2                     9,053,993    5,390,680          6,466          --             841,337      5,658,421
 GSS -- Level 1                       325,241    1,462,222          1,870          --            (310,743)      (932,035)
 GSS -- Level 2                     2,656,978    1,514,633         10,259          --           1,016,504      1,951,275
 HYS -- Level 1                        73,632      537,033            165          --             (69,249)      (384,324)
 HYS -- Level 2                     1,320,379      975,126          --             --             160,884        742,028
 MSS -- Level 1                       196,463      941,686            719          --            (170,145)      (678,909)
 MSS -- Level 2                     2,730,897    2,022,757          8,046          --             791,231      1,359,567
 MMS -- Level 1                       268,447    1,518,722          6,604         12,315          (78,142)     1,824,176
 MMS -- Level 2                     3,722,758    1,845,809         46,627          8,252        4,208,078      6,810,959
 TRS -- Level 1                       898,137    5,756,653            980          4,933         (753,744)    (4,180,220)
 TRS -- Level 2                    12,506,430    7,838,741         12,834          2,056        1,380,346      8,389,482
 GGS -- Level 1                        89,328      700,338            762          --             (80,050)      (536,114)
 GGS -- Level 2                       834,010      483,253          --             --              81,087        702,569

<CAPTION>

                                       Units Withdrawn,
                                       Surrendered, and             Units Outstanding
                                          Annuitized                   End of Year
                                 ----------------------------  ----------------------------
                                     Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>
 MFS REGATTA
 CONTRACTS:
 ------------------------------
 CAS -- Level 1                       (39,407)      (242,644)      22,958          464,349
 CAS -- Level 2                    (2,054,522)    (1,995,108)   7,847,274        9,053,993
 GSS -- Level 1                       (16,368)      (204,946)       --             325,241
 GSS -- Level 2                      (888,017)      (808,930)   2,795,724        2,656,978
 HYS -- Level 1                        (4,383)       (79,077)         165           73,632
 HYS -- Level 2                      (405,927)      (396,775)   1,075,336        1,320,379
 MSS -- Level 1                       (21,924)       (66,314)       5,113          196,463
 MSS -- Level 2                      (852,146)      (651,427)   2,678,028        2,730,897
 MMS -- Level 1                      (180,769)    (3,086,766)      16,140          268,447
 MMS -- Level 2                    (5,304,846)    (4,942,262)   2,672,617        3,722,758
 TRS -- Level 1                      (113,631)      (683,229)      31,742          898,137
 TRS -- Level 2                    (3,970,196)    (3,723,849)   9,929,414       12,506,430
 GGS -- Level 1                        (9,545)       (74,896)         495           89,328
 GGS -- Level 2                      (284,961)      (351,812)     630,136          834,010
</TABLE>


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
                                                                                                  Units Transferred
                                                                                                 Between Sub-Accounts
                                                                                                         and
                                      Units Outstanding                                           Fixed Accumulation
                                      Beginning of Year              Units Purchased                   Account
                                 ----------------------------  ----------------------------  ----------------------------
                                     Year           Year           Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>            <C>            <C>
 MFS REGATTA GOLD
 CONTRACTS:
 ------------------------------
 BDS(a)........................     1,182,239        --           128,326        437,383        1,055,550        776,227
 CAS...........................    37,500,481     35,528,897      515,449      2,963,417       (1,432,874)     1,606,290
 COS...........................    10,262,282      6,175,224      317,640      2,085,178        3,084,055      2,487,753
 MIT...........................    51,880,765     40,709,531    1,104,376      7,531,155          814,616      6,682,559
 EGS...........................    28,900,957     25,039,986      564,144      3,519,560          856,790      1,929,406
 EIS(a)........................       528,238        --            96,901        235,337          840,387        312,512
 FCE...........................     2,147,348      2,159,228       49,578        203,168          814,122       (114,376)
 FCI...........................     3,290,043      2,390,056      103,809        532,412           71,906        520,640
 FCG...........................     5,214,558      4,441,911       53,226        449,506         (373,297)       655,503
 GSS...........................    23,218,234     20,508,844      381,294      1,760,124        2,812,014      2,891,419
 HYS...........................    14,190,817     11,699,195      209,455      2,333,919         (264,388)     1,143,802
 MSS...........................    11,245,144     11,326,719      111,495        838,284          874,242       (135,303)
 MIS(a)........................     4,121,518        --         1,179,064      2,049,150        7,769,109      2,166,812
 MMS...........................    29,387,086     21,463,139    1,347,998      5,295,611       10,642,975      9,723,034
 NWD(a)........................       794,859        --            99,202        252,432          818,140        573,525
 RES...........................    38,553,986     35,654,917      602,325      1,299,737         (220,117)     3,631,861
 RGS...........................     2,408,676        533,928      120,353        857,568          906,773      1,134,366
 RSS(a)........................       190,267        --            29,576         83,591          929,786        110,312
 SIS(a)........................       622,914        --            67,062        207,182          260,781        423,614
 TRS...........................    71,102,020     66,303,467      922,198      5,585,984         (771,786)     4,374,616
 UTS...........................     9,023,102      6,101,638      323,450      1,559,584          972,853      1,878,542
 GAA...........................     7,576,691      7,928,833       61,909        440,970         (972,115)      (400,015)
 GGS...........................     5,048,219      6,127,641       51,599        199,740         (404,547)      (782,796)
 GGR...........................    14,522,129     15,058,757      189,567        815,222           82,020       (504,727)
 GTR...........................     5,354,633      4,676,853       80,538        458,384         (144,224)       506,340
 SGS(b)........................       --             --             4,006          --             555,135        --

<CAPTION>

                                       Units Withdrawn,
                                       Surrendered, and             Units Outstanding
                                          Annuitized                   End of Year
                                 ----------------------------  ----------------------------
                                     Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>
 MFS REGATTA GOLD
 CONTRACTS:
 ------------------------------
 BDS(a)........................      (280,793)       (31,371)     2,085,322      1,182,239
 CAS...........................    (3,736,966)    (2,598,123)    32,846,090     37,500,481
 COS...........................      (818,305)      (485,873)    12,845,672     10,262,282
 MIT...........................    (4,597,858)    (3,042,480)    49,201,899     51,880,765
 EGS...........................    (2,260,070)    (1,587,995)    28,061,821     28,900,957
 EIS(a)........................      (164,360)       (19,611)     1,301,166        528,238
 FCE...........................      (250,014)      (100,672)     2,761,034      2,147,348
 FCI...........................      (277,959)      (153,065)     3,187,799      3,290,043
 FCG...........................      (384,891)      (332,362)     4,509,596      5,214,558
 GSS...........................    (3,181,131)    (1,942,153)    23,230,411     23,218,234
 HYS...........................    (1,598,765)      (986,099)    12,537,119     14,190,817
 MSS...........................    (1,198,416)      (784,556)    11,032,465     11,245,144
 MIS(a)........................    (1,084,371)       (94,444)    11,985,320      4,121,518
 MMS...........................   (12,930,216)    (7,094,698)    28,447,843     29,387,086
 NWD(a)........................      (112,785)       (31,098)     1,599,416        794,859
 RES...........................    (3,000,415)    (2,032,529)    35,935,779     38,553,986
 RGS...........................      (282,560)      (117,186)     3,153,242      2,408,676
 RSS(a)........................       (35,048)        (3,636)     1,114,581        190,267
 SIS(a)........................       (58,267)        (7,882)       892,490        622,914
 TRS...........................    (8,328,466)    (5,162,047)    62,923,966     71,102,020
 UTS...........................      (730,997)      (516,662)     9,588,408      9,023,102
 GAA...........................      (478,155)      (393,097)     6,188,330      7,576,691
 GGS...........................      (754,183)      (496,366)     3,941,088      5,048,219
 GGR...........................    (1,279,881)      (847,123)    13,513,835     14,522,129
 GTR...........................      (383,402)      (286,944)     4,907,545      5,354,633
 SGS(b)........................          (285)       --             558,856        --
</TABLE>

(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
    through December 31, 1998.
(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
    through December 31, 1999.


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
                                                                                                  Units Transferred
                                                                                                 Between Sub-Accounts
                                                                                                         and
                                      Units Outstanding                                           Fixed Accumulation
                                      Beginning of Year              Units Purchased                   Account
                                 ----------------------------  ----------------------------  ----------------------------
                                     Year           Year           Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>            <C>            <C>
 MFS REGATTA CLASSIC
 CONTRACTS:
 ------------------------------
 BDS(a)........................      35,123          --            38,838        33,440           (23,411)         1,859
 CAS...........................     465,812       265,497          98,517       170,863           127,840         49,860
 COS...........................     277,518       160,778          98,185        98,617            94,668         29,367
 MIT...........................   1,213,193       554,216         343,708       449,788            47,381        267,481
 EGS...........................     959,802       318,028         206,621       613,049            (6,847)        55,590
 EIS(a)........................      12,113          --            36,114         9,590            28,711          2,523
 FCE...........................      43,654        40,698          14,933        16,413            17,553        (12,814)
 FCI...........................      83,820        67,892          33,705        20,502            (6,058)        (3,210)
 FCG...........................      90,582        51,038           5,230        34,300               289          8,318
 GSS...........................     297,310       113,243         100,923       139,510           (71,777)        51,253
 HYS...........................     342,363       155,306          64,265       224,640           (62,579)        (2,332)
 MSS...........................     140,324       118,243          64,332        59,666           112,516        (29,055)
 MIS(b)........................     232,788          --           298,311        78,233           (19,461)       156,319
 MMS...........................     270,417        77,105       1,348,530       733,426           (15,060)      (366,138)
 NWD(b)........................      29,182          --            55,212        13,601            19,871         15,614
 RES...........................     872,289       553,996         161,577       279,626           (26,160)        85,963
 RGS...........................      33,882         6,085          40,357         9,086             2,489         19,504
 RSS(d)........................       2,234          --            11,775           942            15,565          1,292
 SIS(c)........................       2,577          --            17,748         1,726             2,629            851
 TRS...........................   1,731,292       951,205         455,454       681,412           (52,461)       155,997
 UTS...........................     178,136        77,009          90,782        97,613           119,327         15,497
 GAA...........................      53,167        50,531           1,943        16,112            (7,138)        (8,665)
 GGS...........................      40,074        19,394          13,692        20,516            (7,500)           639
 GGR...........................     121,297        85,526          17,448        47,642             7,909         (2,579)
 GTR...........................      91,253        45,122          35,847        38,335            (2,772)         8,687
 SGS(e)........................       --             --             --             --               5,701        --

<CAPTION>

                                       Units Withdrawn,
                                       Surrendered, and             Units Outstanding
                                          Annuitized                   End of Year
                                 ----------------------------  ----------------------------
                                     Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>
 MFS REGATTA CLASSIC
 CONTRACTS:
 ------------------------------
 BDS(a)........................        (2,340)          (176)      48,210         35,123
 CAS...........................       (48,331)       (20,408)     643,838        465,812
 COS...........................       (19,621)       (11,244)     450,750        277,518
 MIT...........................      (136,741)       (58,292)   1,467,541      1,213,193
 EGS...........................       (28,907)       (26,865)   1,130,669        959,802
 EIS(a)........................        (2,478)       --            74,460         12,113
 FCE...........................        (3,359)          (643)      72,781         43,654
 FCI...........................       (12,769)        (1,364)      98,698         83,820
 FCG...........................        (6,449)        (3,074)      89,652         90,582
 GSS...........................       (44,402)        (6,696)     282,054        297,310
 HYS...........................       (31,657)       (35,251)     312,392        342,363
 MSS...........................       (11,177)        (8,530)     305,995        140,324
 MIS(b)........................       (10,029)        (1,764)     501,609        232,788
 MMS...........................      (525,766)      (173,976)   1,078,121        270,417
 NWD(b)........................        (5,208)           (33)      99,057         29,182
 RES...........................       (44,435)       (47,296)     963,271        872,289
 RGS...........................        (2,310)          (793)      74,418         33,882
 RSS(d)........................          (588)       --            28,986          2,234
 SIS(c)........................            (4)       --            22,950          2,577
 TRS...........................      (146,430)       (57,322)   1,987,855      1,731,292
 UTS...........................       (31,976)       (11,983)     356,269        178,136
 GAA...........................        (4,629)        (4,811)      43,343         53,167
 GGS...........................        (3,904)          (475)      42,362         40,074
 GGR...........................       (10,773)        (9,292)     135,881        121,297
 GTR...........................        (6,301)          (891)     118,027         91,253
 SGS(e)........................       --             --             5,701          --
</TABLE>

(a) For the period June 22, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(b) For the period May 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(c) For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(d) For the period August 8, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(e) For the period November 24, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.


<PAGE>
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS -- continued

(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
                                                                                                  Units Transferred
                                                                                                 Between Sub-Accounts
                                                                                                         and
                                      Units Outstanding                                           Fixed Accumulation
                                      Beginning of Year              Units Purchased                   Account
                                 ----------------------------  ----------------------------  ----------------------------
                                     Year           Year           Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>            <C>            <C>
 MFS REGATTA PLATINUM
 CONTRACTS:
 ------------------------------
 BDS(a)........................     628,000          --             941,360      491,319        1,491,043        143,015
 CAS(b)........................   1,683,164          --           4,849,607    1,489,422        4,545,428        215,237
 COS(d)........................     556,955          --           2,758,794      480,199        2,891,912         80,801
 MIT(b)........................   5,331,018          --          14,730,220    4,380,217       17,398,081      1,013,330
 EGS(b)........................   1,651,404          --           4,181,549    1,412,976        4,397,355        254,376
 EIS(c)........................     272,362          --             946,919      237,608        1,153,460         35,740
 FCE(c)........................      72,586          --             171,566       67,723          260,658          4,892
 FCI(c)........................     338,938          --             649,457      305,695        1,016,982         37,500
 FCG(d)........................     199,346          --             355,635      167,384          379,426         34,931
 GSS(d)........................     816,102          --           1,959,697      686,599        4,315,488        142,121
 HYS(c)........................   1,000,705          --           1,613,791      917,703        2,693,972         95,977
 MSS(e)........................     211,044          --             948,374      180,220          986,589         35,500
 MIS(b)........................   2,428,134          --           9,327,754    2,052,872        9,497,539        400,450
 MMS(c)........................     886,479          --           4,525,979    1,436,884          (51,593)      (492,250)
 NWD(c)........................     436,178          --             750,621      366,459          945,469         75,832
 RES(e)........................   1,751,713          --           3,783,737    1,463,540        4,553,399        319,544
 RGS(a)........................     387,080          --             945,769      306,364        1,427,602         82,311
 RSS(f)........................     181,131          --             366,014      162,752          418,385         19,544
 SIS(g)........................     157,634          --             270,681      123,410          588,831         35,045
 TRS(c)........................   2,318,847          --           5,942,946    1,926,233        9,684,842        434,196
 UTS(e)........................     819,649          --           2,177,718      647,482        3,571,380        178,704
 GAA(d)........................     228,839          --             168,337      175,049          134,452         56,466
 GGS(c)........................      76,270          --              79,719       78,588          159,520         (2,199)
 GGR(d)........................     162,856          --             536,984      125,715          661,623         37,960
 GTR(h)........................     152,857          --             356,243      116,666          417,027         37,792
 SGS(I)........................       --             --              32,991        --             156,786        --

<CAPTION>

                                       Units Withdrawn,
                                       Surrendered, and             Units Outstanding
                                          Annuitized                   End of Year
                                 ----------------------------  ----------------------------
                                     Year           Year           Year           Year
                                     Ended          Ended          Ended          Ended
                                 December 31,   December 31,   December 31,   December 31,
                                     1999           1998           1999           1998
                                 -------------  -------------  -------------  -------------
 <S>                             <C>            <C>            <C>            <C>
 MFS REGATTA PLATINUM
 CONTRACTS:
 ------------------------------
 BDS(a)........................       (89,955)        (6,334)     2,970,448      628,000
 CAS(b)........................      (307,461)       (21,495)    10,770,738    1,683,164
 COS(d)........................      (119,494)        (4,045)     6,088,167      556,955
 MIT(b)........................    (1,015,638)       (62,529)    36,443,681    5,331,018
 EGS(b)........................      (278,100)       (15,948)     9,952,208    1,651,404
 EIS(c)........................       (50,196)          (986)     2,322,545      272,362
 FCE(c)........................       (32,976)           (29)       471,834       72,586
 FCI(c)........................       (44,938)        (4,257)     1,960,439      338,938
 FCG(d)........................       (30,076)        (2,969)       904,331      199,346
 GSS(d)........................      (173,758)       (12,618)     6,917,529      816,102
 HYS(c)........................      (181,956)       (12,975)     5,126,512    1,000,705
 MSS(e)........................       (49,608)        (4,676)     2,096,399      211,044
 MIS(b)........................      (512,221)       (25,188)    20,741,206    2,428,134
 MMS(c)........................      (512,126)       (58,155)     4,848,739      886,479
 NWD(c)........................       (67,728)        (6,113)     2,064,540      436,178
 RES(e)........................      (266,217)       (31,371)     9,822,632    1,751,713
 RGS(a)........................       (67,804)        (1,595)     2,692,647      387,080
 RSS(f)........................       (51,342)        (1,165)       914,188      181,131
 SIS(g)........................       (29,954)          (821)       987,192      157,634
 TRS(c)........................      (509,290)       (41,582)    17,437,345    2,318,847
 UTS(e)........................      (170,834)        (6,537)     6,397,913      819,649
 GAA(d)........................       (28,837)        (2,676)       502,791      228,839
 GGS(c)........................       (13,795)          (119)       301,714       76,270
 GGR(d)........................       (32,892)          (819)     1,328,571      162,856
 GTR(h)........................       (24,793)        (1,601)       901,334      152,857
 SGS(I)........................           (76)       --             189,701        --
</TABLE>

(a) For the period June 30, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(b) For the period June 5, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(c) For the period June 18, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(d) For the period June 23, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(e) For the period June 16, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(f) For the period June 29, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(g) For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(h) For the period July 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(i) For the period November 5, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Participants in Regatta, Regatta Gold, Regatta Classic and Regatta
 Platinum Sub-Accounts and the Board of Directors of Sun Life Assurance Company
of Canada (U.S.):

We have audited the accompanying statement of condition of Bond Sub-Account,
Capital Appreciation Sub-Account, Capital Opportunities Sub-Account,
Massachusetts Investors Trust Sub-Account, Emerging Growth Sub-Account, Equity
Income Sub-Account, Emerging Markets Equity Sub-Account, International Growth
Sub-Account, International Growth and Income Sub-Account, Government Securities
Sub-Account, High Yield Sub-Account, Managed Sectors Sub-Account, Massachusetts
Investors Growth Stock Sub-Account, Money Market Sub-Account, New Discovery
Sub-Account, Research Sub-Account, Research Growth and Income Sub-Account,
Research International Sub-Account, Strategic Income Sub-Account, Total Return
Sub-Account, Utilities Sub-Account, Global Asset Allocation Sub-Account, Global
Governments Sub-Account, Global Growth Sub-Account, Global Total Return
Sub-Account, and Strategic Growth Sub-Account of Sun Life of Canada (U.S.)
Variable Account F (the "Sub-Accounts") as of December 31, 1999, the related
statement of operations for the years then ended and the statements of changes
in net assets for the years ended December 31, 1999 and December 31, 1998. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 at 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 audits provide 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
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 10, 2000

<PAGE>


                                         -33-





                     SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                     C/O RETIREMENT PRODUCTS AND SERVICES
                     P.O. BOX 1024
                     BOSTON, MASSACHUSETTS  02103


                     TELEPHONE:
                     Toll Free (800) 752-7215

                     GENERAL DISTRIBUTOR
                     Clarendon Insurance Agency, Inc.
                     One Sun Life Executive Park
                     Wellesley Hills, Massachusetts  02481

                     AUDITORS
                     Deloitte & Touche LLP
                     200 Berkeley Street
                     Boston, Massachusetts  02116

<PAGE>

                                       PART C

                                 OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

         (a)   The following Financial Statements are included in the
               Registration Statement:

          Included in Part A:

             A.     Condensed Financial Information - Accumulation Unit Values
                    (to be filed by amendment).


             B.     Financial Statements of the Depositor:

                       1.     Statutory Statements of Admitted Assets,
                              Liabilities and Capital Stock and Surplus,
                              December 31, 1999 and 1998;
                       2.     Statutory Statements of Operations, Years Ended
                              December 31, 1999, 1998 and 1997;
                       3.     Statutory Statements of Changes in Capital Stock
                              and Surplus, Years Ended December 31, 1999, 1998
                              and 1997;
                       4.     Statutory Statements of Cash Flow, Years Ended
                              December 31, 1999, 1998 and 1997;
                       5.     Notes to Statutory Financial Statements; and
                       6.     Independent Auditors' Report.

         Included in Part B

             A.     Financial Statements of the Registrant:

                       1.     Statement of Condition, December 31, 1999;
                       2.     Statement of Operations, Year Ended December 31,
                              1999;
                       3.     Statements of Changes in Net Assets, Years Ended
                              December 31, 1999 and December 31, 1998;
                       4.     Notes to Financial Statements; and
                       5.     Independent Auditors' Report.

         (b)   The following Exhibits are incorporated in the Registration
               Statement by reference unless otherwise indicated:

              (1)             Resolution of Board of Directors of the depositor
                              dated December 3, 1985 authorizing the
                              establishment of the Registrant (Incorporated
                              herein by reference to Exhibit 1 to the
                              Registration Statement of the Registrant on Form
                              N-4, File No. 333-37907, filed on October 14,
                              1997);

              (2)             Not Applicable;

              (3)(a)          Distribution Agreement between the Depositor,
                              Massachusetts Financial Services Company and
                              Clarendon Insurance Agency, Inc. (Incorporated
                              herein by reference to Exhibit 3(a) to
                              Pre-Effective Amendment No. 1 to the Registration
                              Statement of the Registrant on Form N-4, File No.
                              333-37907, filed on January 16, 1998);

                 (b)(i)       Specimen Sales Operations and General Agent
                              Agreement (Incorporated herein by reference to
                              Exhibit 3(b)(i) to Pre-Effective Amendment No. 1
                              to the Registration Statement of the Registrant on
                              Form N-4, File No. 333-37907, filed on January 16,
                              1998);

<PAGE>

                 (b)(ii)      Specimen Broker-Dealer Supervisory and Service
                              Agreement (Incorporated herein by reference to
                              Exhibit 3(b)(ii) to Pre-Effective Amendment No. 1
                              to the Registration Statement of the Registrant on
                              Form N-4, File No. 333-37907, filed on January 16,
                              1998);

                 (b)(iii)     Specimen Registered Representatives Agent
                              Agreement (Incorporated herein by reference to
                              Exhibit 3(b)(iii) to Pre-Effective Amendment No.
                              1 to the Registration Statement of the Registrant
                              on Form N-4, File No. 333-37907, filed on January
                              16, 1998);

              (4)(a)(i)       Form of Flexible Payment Combination
                              Fixed/Variable Group Annuity Contract
                              (Incorporated herein by reference to
                              Pre-Effective Amendment No. 1 to the
                              Registration Statement of the Registrant
                              on Form N-4, File No. 333-82957, filed
                              September 29, 1999);



                 (b)(i)       Form of Certificate to be issued in connection
                              with Contract filed as Exhibit 4(a)(i)
                              (Incorporated herein by reference to
                              Pre-Effective Amendment No. 1 to  the
                              Registration Statement of the Registrant on
                              Form N-4, File No. 333-82957, filed September
                              29, 1999);



                 (c)(i)       Form of Flexible Payment Combination
                              Fixed/Variable Individual Annuity Contract
                              (Incorporated herein by reference to
                              Pre-Effective Amendment No. 1 to the
                              Registration Statement of the Registrant
                              on Form N-4, File No. 333-82957, filed
                              September 29, 1999);



                 (d)(i)       Form of Qualified Plan Endorsement (Incorporated
                              herein by reference to Post-Effective Amendment
                              No. 1 to the Registration Statement of the
                              Registrant on Form N-4, File No. 333-82957,
                              filed February 3, 2000);



              (5)(a)(i)       Form of Application to be used with
                              Contract filed as Exhibit 4(a)(i)
                              (Incorporated herein by reference to
                              Pre-Effective Amendment No. 1 to the
                              Registration Statement of the Registrant
                              on Form N-4, File No. 333-82957, filed
                              September 29, 1999);




                 (b)(i)       Form of Application to be used with
                              Certificate filed as Exhibit 4(b)(i) and
                              Contract filed as Exhibit 4(c)(i)
                              (Incorporated herein by reference to
                              Pre-Effective Amendment No. 1 to the
                              Registration Statement of the Registrant
                              on Form N-4, File No. 333-82957, filed
                              September 29, 1999);



              (6)             Certificate of Incorporation and By-laws of the
                              Depositor (Incorporated herein by reference to
                              Exhibits 3(a) and 3(b), respectively, to the
                              Registration Statement of the Depositor on Form
                              S-1, File No. 333-37907, filed on October 14,
                              1997);

              (7)             Not Applicable;

              (8)(a)          Form of Participation Agreement by and between
                              The Alger American Fund, the Depositor, and
                              Fred Alger and Company, Incorporated (Filed as
                              Exhibit 8(a) to Post-Effective Amendment No. 13
                              to the Registration Statement of the Registrant
                              on Form N-4, File No. 33-41628, filed April 26,
                              1999);

                 (b)(i)       Form of Participation Agreement dated February 17,
                              1998 by and between Goldman Sachs Variable,
                              Insurance Trust, Goldman Sachs & Co. and the
                              Depositor (Filed as Exhibit 8(b)(i) to
                              Post-Effective Amendment No. 13 to Registrant's
                              Registration Statement on Form N-4, File No.
                              33-41628, filed April 26, 1999);

                    (ii)      Form of Amendment No. 1 dated December 14, 1998 to
                              Participation Agreement filed as Exhibit 8(b)(i)
                              (Filed as Exhibit 8(b)(ii) to Post-Effective
                              Amendment No. 13 to Registrant's Registration
                              Statement on Form N-4, File No. 33-41628, filed
                              April 26, 1999);

                    (iii)     Form of Amendment No. 2 dated as of March 15, 1999
                              to Participation Agreement filed as
                              Exhibit 8(b)(i) (Filed as Exhibit 8(b)(iii) to
                              Post-Effective Amendment No. 13 to Registrant's
                              Registration Statement on Form N-4, File No.
                              33-41628, filed April 26, 1999);

                 (c)          Form of Fund Participation Agreement between
                              Depositor and J.P. Morgan Services Trust II
                              (Filed as Exhibit 8(c) to Post-Effective
                              Amendment No. 13 to Registrant's Registration
                              Statement on Form N-4, File No. 33-41628, filed
                              April 26, 1999);

                 (d)          Form of Participation Agreement dated February 17,
                              1998 by and among MFS/Sun Life Services Trust, the
                              Depositor and Massachusetts Financial Services
                              Company (Filed as Exhibit 8(d) to Post-Effective
                              Amendment No. 13 to Registrant's Registration
                              Statement on Form N-4, File No. 33-41628, filed
                              April 26, 1999);

                 (e)          Form of Participation Agreement dated February 17,
                              1998 by and among OCC Accumulation Trust, the
                              Depositor and OCC Distributors (Filed as Exhibit
                              8(e) to Post-Effective Amendment No. 13 to
                              Registrant's Registration Statement on Form N-4,
                              File No. 33-41628, filed April 26, 1999);

                 (f)          Form of Participation Agreement dated February,
                              1998 by and among the Depositor, Warburg Pincus
                              Trust, Warburg Pincus Asset Management, Inc. and
                              Counsellors Securities, Inc. (Filed as Exhibit
                              8(f) to Post-Effective Amendment No. 13 to
                              Registrant's Registration Statement on Form N-4,
                              File No. 33-41628, filed April 26, 1999);

                 (g)          Form of Participation Agreement dated February 17,
                              1998 by and among the Depositor, AIM Variable
                              Insurance Funds, Inc., AIM Distributors, Inc.,
                              and Clarendon Insurance Agency, Inc. (Filed as
                              Exhibit 8(g) to Post-Effective Amendment No. 1
                              to Registrant's Registration Statement in Form
                              N-4, File No. 333-82957, filed February 3, 2000);


                 (h)          Form of Participation Agreement dated August 18,
                              1999 by and among the Depositor, Sun Capital
                              Advisers Trust and Sun Capital Advisers, Inc.
                              (Filed as Exhibit 8(h) to Post-Effective
                              Amendment No. 1 to Registrant's Registration
                              Statement in Form N-4, File No. 333-82957, filed
                              February 3, 2000);

              (9)             Opinion of Counsel as to the legality of the
                              securities being registered and Consent to its
                              use (Filed as Exhibit 9 to the Registration
                              Statement of the Registrant on Form N-4,
                              File No. 333-82957, filed July 15, 1999);

             (10)(a)          Consent of Independent Auditors*;

                 (b)          Representation of Counsel pursuant to
                              Rule 485(b)*;


             (11)             Financial Statement Schedules I and VI
                              (Incorporated herein by reference to the
                              Depositor's Form 10-K Annual Report for the
                              fiscal year ended December 31, 1999, filed on
                              March 22, 2000)

             (12)             Not Applicable;

             (13)             Schedule for Computation of Performance
                              Quotations (Incorporated by reference to
                              Exhibit 13 to Post-Effective Amendment No. 10
                              to the Registration Statement of the Registrant
                              on Form N-4, File No. 33-41628, filed on
                              April 29, 1998);

             (14)             Not Applicable;

             (15)(a)          Powers of Attorney (Filed as Exhibit 15 to the
                              Registration Statement on Form S-6,
                              File No. 333-94359, filed January 10, 2000);

                 (b)          Power of Attorney of David D. Horn (Filed as
                              Exhibit 15(b) to Post-Effective Amendment No. 1
                              to Registrant's Registration Statement in Form
                              N-4, File No. 333-82957, filed February 3, 2000);


             (16)             Organizational Chart*

* Filed herewith


<PAGE>

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

          Name and                             Principal Positions and Offices
          Business Address                     with Depositor
          ----------------                     --------------

          Donald A. Stewart                    Chairman and Director
          150 King Street West
          Toronto, Ontario
          Canada M5H 1J9

          C. James Prieur                      Vice Chairman and Director
          150 King Street West
          Toronto, Ontario
          Canada M5H 1J9


          James A. McNulty, III                President and Director
          One Sun Life Executive Park
          Wellesley Hills, MA 02481


          Richard B. Bailey                    Director
          63 Atlantic Avenue
          Boston, MA 02110

          Gregory W. Gee                       Director
          150 King Street West
          Toronto, Ontario
          Canada M5H 1J9

          David D. Horn                        Director
          Strong Road
          New Vineyard, ME 04956

          Angus A. MacNaughton                 Director
          Genstar Investment Corporation
          555 California Street, Suite 4850
          San Francisco, CA 94104

          S. Caesar Raboy                      Director
          220 Boylston Street
          Boston, MA 02110

          William W. Stinson                   Director
          Canadian Pacific Limited
          1800 Bankers Hall, East Tower
          855 - 2nd Street S.W.
          Calgary Alberta
          Canada T2P 4ZH


<PAGE>

          Name and                           Principal Positions and Offices
          Business Address                   with Depositor
          ----------------                   --------------

          James M.A. Anderson                Vice President, Investments
          One Sun Life Executive Park
          Wellesley Hills, MA 02481

          Peter F. Demuth                    Vice President and Chief Counsel
          One Sun Life Executive Park        and Assistant Secretary
          Wellesley Hills, MA 02481

          Ronald J. Fernandes                Vice President, Retirement
          One Copley Place                   Products and Services
          Boston, MA 02116

          Ellen B. King                      Counsel and Secretary
          One Sun Life Executive Park
          Wellesley Hills, MA 02481

          Davey S. Scoon                     Vice President, Finance and
          One Sun Life Executive Park        Treasurer
          Wellesley Hills, MA 02481


          Robert P. Vrolyk                   Vice President and
          One Sun Life Executive Park        Actuary
          Wellesley Hills, MA 02481


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

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

The organization chart of Sun Life Assurance Company of Canada is included
herein as Exhibit 16.


<PAGE>


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

Item 27. NUMBER OF CONTRACT OWNERS

     As of March 28, 2000, 268 Qualified Contracts and 44 non-qualified
Contracts had been issued by the Depositor with respect to the securities
registered pursuant to this Registration Statement.

Item 28. INDEMNIFICATION

     Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of
the By-laws of Sun Life Assurance Company of Canada (U.S.), a copy of which
was filed as Exhibit 3(b) to the Registration Statement of the Depositor on
Form S-1, File No. 33-29851, provides for the indemnification of directors,
officers and employees of Sun Life Assurance Company of Canada (U.S.).

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

Item 29. PRINCIPAL UNDERWRITERS

     (a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of Sun
Life Assurance Company of Canada (U.S.), acts as general distributor for the
Registrant, Sun Life of Canada (U.S.) Variable Accounts C, D, E, G, H and I,
Sun Life (N.Y.) Variable Accounts A, B and C, and Money Market Variable
Account, High Yield Variable Account, Capital Appreciation Variable Account,
Government Securities Variable Account, World Governments Variable Account,
Total Return Variable Account, and Managed Sectors Variable Account.



<TABLE>
<CAPTION>
     Name and Principal                      Positions and Offices
     Business Address*                       with Underwriter
     ----------------                        ----------------
     <S>                                     <C>
     Anne M. Georges....................     President and Director
     Davey S. Scoon.....................     Treasurer and Director
     James M.A. Anderson................     Director
     Ronald J. Fernandes................     Director
     James A. McNulty, III..............     Director
     Maura A. Murphy....................     Secretary
     Roy P. Creedon.....................     Assistant Secretary
     Donald E. Kaufman..................     Vice President
     Brian A. Krivitsky.................     Vice President
     Cynthia M. Orcutt..................     Vice President
     Laurie Lennox......................     Vice President
</TABLE>

- -------------
*    The principal business address of all directors and officers of the
principal underwriter except Ms. Georges, Ms. Lennox and Messrs. Fernandes and
Krivitsky is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.
The principal business address of Ms. Georges, Ms. Lennox and Messrs. Fernandes
and Krivitsky is One Copley Place, Boston, Massachusetts 02116.

(a)  Inapplicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

     Accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained, in whole or in part, by Sun Life Assurance Company of Canada
(U.S.) at its offices at One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02481, and One Copley Place, Boston, Massachusetts 02116, or at
the offices of Clarendon Insurance Agency, Inc., at One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02481.

Item 31. MANAGEMENT SERVICES

     Not Applicable.

Item 32. UNDERTAKINGS

     The Registrant hereby undertakes:


     (a) To file a post-effective amendment to this Registration Statement as
frequently as is necessary to ensure that the audited financial statements in
the Registration Statement are never more than 16 months old for so long as
payments under the variable annuity Contracts may be accepted;


     (b) To include either (1) as part of any application to purchase a Contract
offered by the prospectus, a space that an Applicant can check to request a
Statement of Additional Information, or (2) a post card or simiilar written
communication affixed to or included in the prospectus that the Applicant can
remove to send for a Statement of Additional Information;


     (c) To deliver any Statement of Additional Information and any financial
statements required to be made available under SEC Form N-4 promptly upon
written or oral request.

     (d) Representation with respect to Section 26(e)of the Investment Company
Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the
fees and charges deducted under the Contracts, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the insurance company.

     The Registrant is relying on the no-action letter issued by the Division
of Investment Management of the Securities and Exchange Commission to
American Council of Life Insurance, Ref. No. IP-6-88, dated November 28,
1988, the requirements for which have been complied with by the Registrant.

<PAGE>

                                   SIGNATURES

      As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets all of the requirements
of Securities Act Rule 485 for effectiveness of this Post-Effective Amendment
to the Registration Statement and has caused this Post-Effective Amendment to
be signed on its behalf, in the Town of Wellesley Hills, and Commonwealth of
Massachusetts on this 31st day of March, 2000.


<TABLE>
<S>                             <C>  <C>
                                SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
                                (Registrant)

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

                                By:  /s/ JAMES A. MCNULTY, III
                                     ----------------------------
                                     James A. McNulty, III
                                     President
</TABLE>


Attest: /s/ EDWARD M. SHEA
- --------------------------
     Edward M. Shea
     Assistant Vice President and Senior Counsel

      As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities with the
Depositor, Sun Life Assurance Company of Canada (U.S.), and on the dates
indicated.

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                           DATE
- -------------------------------------    ------------------------------------            --------------
<S>                                      <C>                                             <C>

/s/ JAMES A. MCNULTY, III                President and Director                          March 31, 2000
- -------------------------------------    (Principal Executive Officer)
James A. McNulty, III


/s/ DAVEY S. SCOON                       Vice President, Finance                         March 31, 2000
- -------------------------------------    and Treasurer
Davey S. Scoon                           (Principal Financial and Accounting Officer)

* /s/ DONALD A. STEWART                  Chairman and Director                           March 31, 2000
- -------------------------------------
Donald A. Stewart

 /s/ C. JAMES PRIEUR                     Vice Chairman and Director                      March 31, 2000
- -------------------------------------
C. James Prieur

                                         Director
- -------------------------------------
Richard B. Bailey
</TABLE>


* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 8 to the
Registration Statement on Form S-6 (File No. 333-94359), filed January 10,
2000.

<PAGE>

<TABLE>
<CAPTION>

SIGNATURE                                TITLE                                           DATE
- -------------------------------------    ------------------------------------            --------------
<S>                                      <C>                                             <C>

* /s/ GREGORY W. GEE                     Director                                        March 31, 2000
- -------------------------------------
Gregory W. Gee

** /s/ DAVID D. HORN                     Director                                        March 31, 2000
- -------------------------------------
David D. Horn

* /s/ ANGUS A. MACNAUGHTON               Director                                        March 31, 2000
- -------------------------------------
Angus A. MacNaughton

*/s/ S. CAESAR RABOY                     Director                                        March 31, 2000
- -------------------------------------
S. Caesar Raboy

                                         Director
- -------------------------------------
William S. Stinson
</TABLE>



* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 8 to
Registration Statement on Form S-6 (File No. 333-94359), filed January 10,
2000.

** By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(b) to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form
N-4 (File No. 333-82957), filed February 3, 2000.


<PAGE>


                                   EXHIBIT INDEX



10(a)         Consent of Independent Auditors

  (b)         Representation of Counsel pursuant to Rule 485(b)

16            Organizational Chart


<PAGE>

                                                                 EXHIBIT 10 (a)



INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 of Sun Life of Canada (U.S.) Variable
Account F (Reg. No. 333-82957) of our report dated February 10, 2000
accompanying the financial statements of the Futurity, Futurity II, Futurity
Focus and Futurity Accolade Sub-Accounts included in Sun Life of Canada
(U.S.) Variable Account F, to the use of our report dated February 10, 2000
accompanying the financial statements of the Regatta, Regatta Gold, Regatta
Classic and Regatta Platinum Sub-Accounts included in Sun Life of Canada
(U.S.) Variable Account F, and to the use of our report dated February 10,
2000 accompanying the statutory financial statements of Sun Life Assurance
Company of Canada (U.S.), which includes explanatory paragraphs relating to
the use of statutory accounting practices which differ from generally
accepted accounting principles, appearing in the Futurity Accolade Prospectus
and the MFS Regatta Extra Prospectus, which are part of such Registration
Statement, and to the incorporation by reference of our reports dated
February 10, 2000 appearing on the Annual Report on Form 10-K of Sun Life
Assurance Company of Canada (U.S.) for the year ended December 31, 1999,
which includes explanatory paragraphs relating to the use of statutory
accounting practices which differ from generally accepted accounting
principles.


We also consent to the reference to us under the headings "Accountants" and
"Appendix B - Condensed Financial Information -- Accumulation Unit Values"
appearing in such Futurity Accolade Prospectus, under the heading "Accountants"
in such MFS Regatta Extra Prospectus, and under the heading "Financial
Statements" in the Statement of Additional Information relating to each of such
Prospectuses.




DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 31, 2000



<PAGE>

                                                                     Exhibit 16

                                                     ORGANIZATIONAL CHART

<TABLE>
<S><C>
                                         SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
                                                                |
                                                                |
                                                        SUN LIFE OF CANADA
                                                         UK HOLDINGS plc
                                                         (United Kingdom)
                                                                |
                                                                |
                       |-------------------------------------------------------------------------------------------------------
                       |                     |                        |                               |
                       |                     |                        |                               |
                 CONFEDERATION        SUN LIFE OF CANADA         SLC FINANCIAL              SUN LIFE ASSURANCE
                U.K. HOLDINGS plc     (UK) GROUP SERVICES        SERVICES (U.K.)            COMPANY OF CANADA
               (England and Wales)         LIMITED                  LIMITED                   (U.K.) LIMITED
                       |               (England and Wales)      (England and Wales)         (England and Wales)
                       |               Management services       Holding company                      |
                       |                                                   |              ------------|-----------
                       |                                                   |              |                       |
                       |                                                   |      SUN LIFE OF CANADA          SLC POOLED
                       |                                                          INDEPENDENT LIMITED      PENSIONS LIMITED
                CONFEDERATION                                              |      (England and Wales)     (England and Wales)
               LIFE INSURANCE                                              |       Financial adviser
                COMPANY (U.K.)                                             |
                  LIMITED                                                  |
             (England and Wales)                                           |
                       |                                                   |
                       |                                                   |
       ---------------------------------------------|     |----------------|-------------------------|
                           |                        |90%  |10%             |                         |
                           |                        |     |                |                         |
                      SLC PENSION                CONFEDERATION        SUN BANK PLC             CONFEDERATION
                      INVESTMENT                 CAPITAL CORP.    (England and Wales)        PROPERTY SERVICES
                    MANAGEMENT LIMITED                plc                  |                      LIMITED
                   (England and Wales)         (England and Wales)         |                (England and Wales)
                    (Inactive and in               (Inactive)              |                   Estate agency
                      liquidation)                                         |                    franchising
                                                                           |
                   |----------------------------------------------------------------------------------------------|
                   |                    |                       |                          |                      |
                   |                    |                       |                          |                      |
             CONFEDERATION         CONFEDERATION          EXETER TRUST                 SUN BANK             PRIMETT PROPERTY
           MORTGAGE SERVICES     MORTGAGE SERVICES           LIMITED                 OFFSHORE LTD.         MANAGEMENT LIMITED
              (UK) LIMITED            LIMITED          (England and Wales)           (Offshore)            (England and Wales)
          (England and Wales)   (England and Wales)          Banking
                                                            |
                                                            |
                                                            |
                                            |----------------------------------|
                                            |                                  |
                                            |                                  |
                EXETER TRUST          EXETER TRUST                          SUNEXETER
                 FINANCIAL              INSURANCE                            LIMITED
              SERVICES LIMITED ----- SERVICES LIMITED                   (England and Wales)
             (England and Wales)   (England and Wales)                     Non-trading
                  Leasing              Non-trading

</TABLE>

<PAGE>

<TABLE>
<S><C>
                                        SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------






- ------------------------------------------------------
                                                     |
                                                     |
                                                 SLC ASSET
                                              MANAGEMENT LIMITED
                                             (England and Wales)
                                                     |
                                                     |
                       |------------------------------------------------------------------|
                       |                                                                  |
                       |                                                                  |
               SUN LIFE OF CANADA                                                LANGBOURN PROPERTY
                 UNIT MANAGERS                                                  INVESTMENT SERVICES
                LIMITED (SLOCUM)                                                       LIMITED
              (England and Wales)                                               (England and Wales)
              Unit trusts manager                                                         |
                       |                                                                  |
                       |                                                                  |
                       |                       |------------------------------------------|------------------------|
                       |                       |                      |                         |                  |
                       |                       |                      |                         |                  |
               SUN LIFE OF CANADA          LANGBOURN           COURTS NOMINEES           EAGLE NOMINEES      MARE NOMINEES
                NOMINEES LIMITED           FINANCIAL               LIMITED                   LIMITED            LIMITED
                   (SLOCNOM)            SERVICES LIMITED      (England and Wales)      (England and Wales) (England and Wales)
               (England and Wales)    (England and Wales)          Nominee                   Nominee            Nominee
               Unit trust nominee          Financial,              services                  services          services
                                        investment and
                                       advisory services
                                               |
                                               |
                           |----------------------------------------|
                           |                                        |
                           |                                        |
                     BROAD STREET                              BUCKINGHAM
                     MALL LIMITED                                ESTATE
                  (England and Wales)                       (GENERAL PARTNER)
                  Management services                            LIMITED
                                                            (England and Wales)
                                                            Management services
</TABLE>

<PAGE>

<TABLE>
<S><C>
                                        SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- ----------------------------------------------------------------------------------------------------------------------------------

|  |               |                     |              |           |                     |                    |           |
|  |         SPECTRUM UNITED       McLEAN BUDDEN        |  SUN LIFE OF CANADA       THE STORMONT               |   258256 HOLDINGS
|  |         HOLDINGS, INC.        LIMITED (60%)        |   GROUP ASSURANCE       ELECTRIC LIGHT &             |    LIMITED (50%)
|  |            (Canada)             (Canada)           |        COMPANY            POWER COMPANY              |      (Ontario)
|  |                |           Investment counsel,     |     (Inactive and            (Ontario)               |     Investment
|  |                |           Portfolio management    |    to be dissolved)      Holding company             |       vehicle
|  |                |               and mutual          |                                 |                    |      (Inactive)
|  |                |              fund dealer          |                                 |                    |
|  |                |                                   |                                 |                    |
|  |          |----------------------|                  |                                 |                    |
|  |          |                      |                  |                                 |                    |
|  |   SPECTRUM UNITED            SUNETCO            1245792                      THE GLENGARRY AND         SUN LIFE
|  |  MUTUAL FUNDS INC.         INVESTMENT         ONTARIO, INC.                   STORMONT RAILWAY      SECURITIES INC.
|  |      (Canada)             SERVICES, INC.       (Ontario)                       COMPANY (71.3%)         (Canada)
|  |                              (Canada)           Holding                           (Canada)                |
|  |                          Mutual fund dealer     company                        Railway Company            |
|  |                                                                                                           |
|  |                                                                                                     T.E. FINANCIAL
|  |                                                                                                    CONSULTANTS LTD.
|  |                                                                                                         (33%)
|  |                                                                                                        (Canada)
|  |                                                                                                           |
|  |                                                                                                           |
|  |                                                                                                    T.E. INVESTMENT
|  |                                                                                                        COUNSEL
|  |                                                                                                        (Canada)
|  |
|  |-----|
|        |
|        |
|    CENTURY 21 REAL
|    ESTATE CANADA
|       LTD. (27%)
|        (Canada)
|
|------|
       |
       |
SUN LIFE FINANCIAL
    TRUST INC
 (Trust Company)
    (Canada)
</TABLE>

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<TABLE>
<S><C>
                                         SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
      |      |        |       |          |          |      |        |       |          |        |          |
   279906    |    PANORAMA    |  RIVERSIDE TERRACE  |   S. & M.     |     169086       |  ASSURE HEALTH    |
   ONTARIO   |   APARTMENTS   |  (OTTAWA) LIMITED   | DEVELOPMENTS  |  CANADA LIMITED  |    INC. (12%)     |
   LIMITED   |       LTD.     |      (Ontario)      |     LTD.      |    (Canada)      |     (Canada)      |
    (50%)    |    (Alberta)   |     Real estate     |   (British    |   Real estate    |  Health services  |
  (Ontario)  |   Real estate  |     management      |   Columbia)   |     holding      |                   |
 Investment  |   management   |                     |  Real estate  |                  |                   |
   vehicle   |                |                     |   management  |                  |                   |
             |                |                     |               |                  |                   |
             |                |                     |               |                  |                   |
         PREFERRED        CANADIAN              CANADIAN        AMAULICO           AMAULICO            FIRST REAL
          VISION          INSURERS              INSURERS           LTD.            FUND LTD.           PROPERTIES
         SERVICES         CAPITAL               CAPITAL         (Canada)           (Canada)           LIMITED (17.5%)
        INC. (20%)      CORPORATION I        CORPORATION II     Oil & gas          Oil & gas            (Ontario)
         (Canada)         (19.05%)              (21.43%)         holding            holding            Real estate
      Vision services    (Ontario)             (Ontario)         company            company              holding


                            |-----------------------------------------------------------|-----------------------------------------
                            |                                                           |
                            |                                                           |
                    SUN LIFE OF CANADA                                          SUN LIFE OF CANADA
                     (U.S.) CAPITAL                                              (U.S.) HOLDINGS
                        TRUST I                                                GENERAL PARTNER, INC.
                      (Delaware)                                                     (Delaware)
                       Trustee to                                                  General partner
                      institutional                                                     |
                       investors                                                        |
                            |------|----------------------------------------------------|
                            |      |                                                    |
                            |      |                                                    |
                            |*     |*            |----------------|---------------------|-------------------------|---------------
                    SUN LIFE OF CANADA     SUN LIFE OF       SUN BENEFIT                                  SUN LIFE INSURANCE
                      (U.S.) LIMITED      CANADA (U.S.)       SERVICES                                   AND ANNUITY COMPANY
                      PARTNERSHIP I       DISTRIBUTORS,     COMPANY, INC.                                    OF NEW YORK
                       (Delaware)              INC.          (Delaware)                                       (New York)
                                           (Delaware)         Pension
                                          Broker-dealer    brokerage and
                                                |          administrative
                                                |            services
                                                |
                                                |
                                       SUNESCO INSURANCE
                                          AGENCY, INC.
                                         (Massachusetts)





</TABLE>


- -------------------------------------------------------------------------------
* The sole general partner of Sun Life of Canada (U.S.) Limited Partnership I
(the "Limited Partnership") is Sun Life of Canada (U.S.) Holdings General
Partner, Inc. (the "General Partner"). The General Partner holds approximately
10% of the economic interest in the Limited Partnership, while Sun Life of
Canada (U.S.) Capital Trust I holds approximately 90% of the economic interest
in the Limited Partnership.
- -------------------------------------------------------------------------------
<PAGE>

<TABLE>
<S><C>
                                        SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
               |                           |                             |                       |
         SUN LIFE OF                    SUN LIFE                      SUN CANADA         SUN LIFE OF CANADA
      CANADA REINSURANCE                ASSURANCE                    FINANCIAL CO.        (INTERNATIONAL)
     HOLDINGS (U.S.), INC.             COMPANY OF                     (Delaware)               LIMITED
               |                       CANADA - U.S.                    Private                (Bermuda)
               |                        OPERATIONS                     placement
               |                       HOLDINGS, INC.                   offeror
               |                        (Delaware)
               |                            |
               |                            |----------------------------------------------------------------------------------
               |                            |
       SUN LIFE OF CANADA         SUN LIFE OF CANADA
          REINSURANCE            (U.S.) HOLDINGS, INC.
         COMPANY (U.S.)                (Delaware)
                                            |
                                            |
                                            |
- ------------------------------------------------------------|
                  |                                         |
                  |                                         |
          SUN LIFE ASSURANCE                        SUN LIFE OF CANADA
       COMPANY OF CANADA (U.S.)               REINSURANCE (BARBADOS) LIMITED
              (Delaware)                                 (Barbados)
                  |                                     reinsurance
                  |
- -----------------------------------------------------------------------------------------------------------------|
          |          |          |         |                 |                        |                           |
          |     SUN CAPITAL     |     CLARENDON      SUN LIFE OF CANADA      SUN LIFE FINANCIAL         SUN LIFE INFORMATION
          |    ADVISERS, INC.   |     INSURANCE       (U.S.) SPE 97-1,        SERVICES LIMITED            SERVICES IRELAND
          |     (Delaware)      |   AGENCY, INC.            INC.                  (Bermuda)                   LIMITED
          |                     |  (Massachusetts)       (Delaware)              Off-shore             (Republic of Ireland)
          |                     |                      Limited purpose         administrative           Off-shore technology
          |                     |                          entity                 services
          |                     |
          |                     |
  SUN LIFE FINANCE        SUN FINANCIAL
     CORPORATION       GROUP ADVISERS, INC.
     (Inactive)            (Inactive)

</TABLE>

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<TABLE>
<S><C>
                                        SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
         |                       |                     |                                           |
         |                       |                     |                                           |
  SUN LIFE OF CANADA     SUN LIFE ASSURANCE       PT ASURANSI                                      |
    INTERNATIONAL        COMPANY OF CANADA          SUN LIFE                                       |                     SEE
  ASSURANCE LIMITED      (BARBADOS) LIMITED      INDONESIA (80%)                                   |
     (Barbados)              (Barbados)            (Indonesia)                                     |                   1245792
                                                 Life insurance                                    |                 Ontario, Inc.
                                                    company                                        |       |--------- (Ontario)
                                                                                             99.99%|  0.01%|           Holding
- ---------------------------------|                                                                 |       |           company
                                 |                                                                 SUN LIFE
                                 |                                                              INVERSIONES S.A.
                         SUN LIFE OF CANADA                                                         (Chile)
                          (U.S.) FINANCIAL                                                      Holding company
                      SERVICES HOLDINGS, INC.                                                          |
                            (Delaware)                                                                 |
                                 |                                                                     |
                                 |                                                                     |
                           MASSACHUSETTS                                                         ADMINISTRADORA
                         FINANCIAL SERVICES                                                       DE FONDOS DE
                              COMPANY                                                        PENSIONES CUPRUM S.A.
                              (80.1%)                                                                (31.7%)
                             (Delaware)                                                              (Chile)
                                 |                                                                Pension fund
                                 |                                                                administrator
                                 |
          |----------------------|-----------------|------------------|------------------|-------------------|---------------------
          |                      |                 |                  |                  |                   |
          |                      |                 |                  |                  |                   |
       MFS FUND           MFS RETIREMENT      MFS SERVICE       MFS HERITAGE            MFS                 MFS
  DISTRIBUTORS, INC.      SERVICES, INC.      CENTER, INC.      TRUST COMPANY      INSTITUTIONAL       INTERNATIONAL
     (Delaware)             (Delaware)         (Delaware)      (New Hampshire)     ADVISORS, INC.           LTD.
                                             Transfer agent      Trustee for        (Delaware)           (Bermuda)
                                                                  IRAs and               |            Offshore funds
                                                                  qualified              |              manager and
                                                               retirement plans          |              distributor
                                                                                         |                   |
                                                                                         |         |---------------------|
                                                                          |--------------|         |                     |
                                                                          |                        |                     |
                                                                          |                        |                     |
                                                                  MFS INSTITUTIONAL        MFS INTERNATIONAL    MFS INTERNATIONAL
                                                                 ADVISORS (AUSTRALIA)         (U.K.) LTD.            S.C. LTDA.
                                                                         LTD.             (England and Wales)        (Brazil)
                                                                     (Australia)            Off-shore funds     Offshore marketing
                                                                                              manager and             office
                                                                                              distributor
</TABLE>


<PAGE>

<TABLE>
<S><C>
                                        SUN LIFE FINANCIAL SERVICES OF CANADA INC.
                                                             |
                                                             |
                                                             |
                                                             |
                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
                            |                            |                     |
                            |                            |                     |
                     SUN LIFE (INDIA)             SUN LIFE (INDIA)      SUN LIFE (INDIA)
                   AMC INVESTMENTS INC.             DISTRIBUTION           SECURITIES
                        (Canada)                  INVESTMENTS INC.      INVESTMENTS INC.
                     Holding company                 (Canada)               (Canada)
                            |                     Holding company       Holding company
                            |                            |                     |
                 |---------------------|                 |                     |
                 |                     |                 |                     |
          BIRLA SUN LIFE        BIRLA SUN LIFE     BIRLA SUN LIFE        BIRLA SUN LIFE
         TRUSTEE COMPANY       ASSET MANAGEMENT     DISTRIBUTION       SECURITIES LIMITED
          LIMITED (50%)        COMPANY LIMITED     COMPANY LIMITED            (49%)
             (India)                 (50%)            (50.001%)              (India)
           Trustee to               (India)            (India)
          mutual funds                 |
                                       |
                       |-----------------------------|
                       |                             |
                       |                             |
                INDIA ADVANTAGE                BIRLA CAPITAL
                   FUND LTD.                 INTERNATIONAL AMC
                  (Mauritius)                 (Mauritius) LTD.
                 Mutual Funds                   (Mauritius)
                                            Investment advisors/
                                                 managers


- ---------------------------------------------------------------------------------------|
            |                            |                     |                       |
            |                            |                     |                       |
  MFS INTERNATIONAL, LTD.          MFS HOLDINGS        VERTEX INVESTMENT    MASSACHUSETTS INVESTMENT
     Investment adviser           AUSTRALIA PTY         MANAGEMENT, INC.      MANAGEMENT CO. LTD.
      and distributor                 LIMITED              (Delaware)               (Japan)
        (Ireland)                   (Australia)
    (Inactive and to                     |
      be dissolved)                      |
                                    UNITED FUNDS
                                 MANAGEMENT LIMITED
                                    (Australia)

</TABLE>


Companies are wholly-owned unless otherwise indicated.

Companies shown on chart are those in which Sun Life holdings exceed 10% of
voting shares.


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