##### 



Exhibit 3
  Annual
Information Form
 Sun Life Financial Inc.
 For the Year Ended December 31, 2007
 February 13, 2008
 Lifes brighter under the sun




---



##### 



Presentation of Information
   Documents
Incorporated by Reference
  (i)
    
    SLF Inc.s Managements Discussion and Analysis (MD&A) for the year ended December
31, 2007, and(ii)
    
    SLF Inc.s Consolidated Financial Statements and accompanying notes (Consolidated
Financial Statements) for the year ended December 31, 2007.
  Forward-looking
Statements




---



##### 



Table of Contents
 ConsolidatedManagements
    
    FinancialAnnual
    
    Discussion &
    
    StatementsInformation Form
    
    Analysis
    
    and NotesCorporate Structure
    
    2General Development of the Business
    
    3
    
    
    
    20Business of Sun Life FinancialGeneral Summary
    
    4
    
    5
    
    3-7Business Performance
    
    
    
    19
    
    3-7Investments
    
    
    
    24
    
    23Risk Management
    
    
    
    45
    
    28Capital StructureGeneral Description
    
    5
    
    
    
    44, 45Constraints
    
    6Market for Securities
    
    6Sales of Unlisted Securities
    
    8Dividends
    
    8
    
    50
    
    5Transfer Agent and Registers
    
    10Directors and Executive Officers
    
    11Interests of Experts
    
    15Regulatory Matters
    
    15Risk Factors
    
    23
    
    
    
    28Legal and Regulatory Proceedings
    
    27
    
    53
    
    53Additional Information
    
    27AppendicesA  Charter of Audit and Conduct Review Committee
    
    29B  Policy Restricting the Use of External Auditors
    
    32
 Sun Life Financial Inc. | sunlife.com
    
    
    1




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##### 



Corporate Structure
 Incorporation
    Principal
Subsidiaries and Significant Equity Investments
  
 (1)
    
    Formerly Sun Life Financial Corp. Sun Life Financial Inc. | sunlife.com
    
    
    2




---



##### 



General Development of the Business
 Overview
 
   Products
    SLF Canada
    SLF U.S.
    
    MFS
    
    SLF Asia
    
    CorporateIndividual life insurance
    
    n
    
    n
    
    
    
    n
    
    nIndividual annuity and savings
    
    n
    
    n
    
    
    
    n
    
    nGroup life and health
    
    n
    
    n
    
    
    
    nGroup pension and retirement
    
    n
    
    n
    
    
    
    nMutual funds
    
    n
    
    
    
    n
    
    nAsset management
    
    n
    
    n
    
    n
    
    nIndividual health insurance
    
    n
    
    
    
    
    
    nReinsurance (life retrocession)
    
    
    
    
    
    
    
    
    
    n
  Distribution Channels
    
    SLF Canada
    
    SLF U.S.
    
    MFS
    
    SLF AsiaDirect sales agents
    
    n
    
    
    
    
    
    nIndependent and managing general agents
    
    n
    
    n
    
    
    
    nFinancial intermediaries (e.g., brokers)
    
    n
    
    n
    
    n
    
    nBanks
    
    
    
    n
    
    n
    
    nPension and benefit consultants
    
    n
    
    n
    
    n
    
    nDirect sales (including Internet)
    
    n
    
    
    
    n
    
    n
  Acquisitions, Disposals, Business
Combinations and Other Developments
 
 Sun Life Financial Inc.  | sunlife.com
    
    
    3




---



##### 



Corporate
Reorganization in 2005
 CMG
Asia Limited
 U.S.
Group Benefits Business Acquisition
 Other
Developments
 Business of Sun Life Financial
 Wealth
and Protection Industries
  Competition
 Sun Life Financial Inc.  | sunlife.com
    
    
    4




---



##### 



Seasonality
 Number
of Employees
 Country/Business
    
    Number of FTEsCanada
    
    
    7,339United States
    
    
    5,096Philippines
    
    
    638Hong Kong
    
    
    636Ireland
    
    
    406Indonesia
    
    
    276India
    
    
    256United Kingdom
    
    
    51Bermuda
    
    
    49China
    
    
    12Total
    
    
    14,759
 Additional
Information
 Capital Structure
 General
  Issued Share Capital
 Number of
    
    
    
    Exchanges1Security
    
    Shares
    
    
    
    TSX
    
    
    NYSE
    
    
    PSECommon
Shares
    
    
    564,181,535
    
    
    
    
    n
    
    
    
    n
    
    
    
    nClass A
Preferred
SharesSeries 1
    
    
    16,000,000
    
    
    
    
    nSeries 2
    
    
    13,000,000
    
    
    
    
    nSeries 3
    
    
    10,000,000
    
    
    
    
    nSeries 4
    
    
    12,000,000
    
    
    
    
    nSeries 5
    
    
    10,000,000
    
    
    
    
    n
 1
    
    Toronto Stock
Exchange (TSX), New
York Stock Exchange
(NYSE) and Philippines Stock Exchange (PSE)
 Common
Shares
   Sun Life Financial Inc.  | sunlife.com
    
    
    5




---



##### 



Class A Preferred Shares
 Class A Preferred Shares
 Series
    
    Quarterly
    
    Early
    
    ProspectusDividend ($)
    
    Redemption
    
    DateDateSeries 1
    
    
    0.296875
    
    
    March 31,
2010
    
    February 17,
2005Series 2
    
    
    0.300000
    
    
    September
30, 2010
    
    July 8, 2005Series 3
    
    
    0.278125
    
    
    March 31,
2011
    
    January 6,
2006Series 4
    
    
    0.278125
    
    
    December 31,
2011
    
    October 2,
2006Series 5
    
    
    0.281250
    
    
    March 31,
2012
    
    January 25,
2007
 Class B
Preferred Shares
 Constraints
on Shares  Regulatory Matters  Canada 
Restrictions on Ownership
 Market for Securities
 Common Shares
 TradingPrice ($)
    
    VolumeHigh
    
    Low
    
    Close
    
    (thousands)January
    
    
    50.91
    
    
    
    47.45
    
    
    
    50.56
    
    
    
    21,672February
    
    
    53.30
    
    
    
    50.35
    
    
    
    50.45
    
    
    
    24,694March
    
    
    53.29
    
    
    
    49.63
    
    
    
    52.52
    
    
    
    24,080April
    
    
    54.14
    
    
    
    52.10
    
    
    
    52.60
    
    
    
    17,325May
    
    
    52.48
    
    
    
    49.52
    
    
    
    50.51
    
    
    
    34,200June
    
    
    51.37
    
    
    
    47.80
    
    
    
    50.76
    
    
    
    31,118July
    
    
    52.26
    
    
    
    48.60
    
    
    
    50.39
    
    
    
    24,950August
    
    
    52.58
    
    
    
    47.68
    
    
    
    50.79
    
    
    
    31,381September
    
    
    52.99
    
    
    
    50.53
    
    
    
    52.20
    
    
    
    26,498October
    
    
    56.50
    
    
    
    50.85
    
    
    
    54.89
    
    
    
    23,318November
    
    
    54.48
    
    
    
    50.85
    
    
    
    52.68
    
    
    
    30,001December
    
    
    55.99
    
    
    
    52.65
    
    
    
    55.71
    
    
    
    24,572
 Sun Life Financial Inc.  | sunlife.com
    
    
    6




---



##### 



Class A Preferred Shares
 Series 1
    
    Series 2Trading
    
    
    
    
    
    
    
    
    
    
    
    
    
    TradingPrice ($)
    
    Volume
    
    Price ($)
    
    VolumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    26.00
    
    
    
    25.50
    
    
    
    25.72
    
    
    
    715
    
    
    
    26.01
    
    
    
    25.60
    
    
    
    25.71
    
    
    
    298February
    
    
    25.99
    
    
    
    25.55
    
    
    
    25.85
    
    
    
    280
    
    
    
    26.00
    
    
    
    25.46
    
    
    
    25.91
    
    
    
    216March
    
    
    26.50
    
    
    
    25.57
    
    
    
    25.85
    
    
    
    234
    
    
    
    26.07
    
    
    
    25.51
    
    
    
    26.05
    
    
    
    159April
    
    
    26.04
    
    
    
    25.65
    
    
    
    25.80
    
    
    
    274
    
    
    
    26.09
    
    
    
    25.68
    
    
    
    25.79
    
    
    
    246May
    
    
    25.94
    
    
    
    24.00
    
    
    
    24.50
    
    
    
    748
    
    
    
    25.84
    
    
    
    24.29
    
    
    
    24.55
    
    
    
    390June
    
    
    24.65
    
    
    
    22.21
    
    
    
    24.00
    
    
    
    333
    
    
    
    24.60
    
    
    
    22.75
    
    
    
    24.10
    
    
    
    415July
    
    
    24.34
    
    
    
    23.95
    
    
    
    24.10
    
    
    
    251
    
    
    
    24.42
    
    
    
    24.01
    
    
    
    24.15
    
    
    
    337August
    
    
    24.29
    
    
    
    23.50
    
    
    
    23.77
    
    
    
    163
    
    
    
    24.43
    
    
    
    23.55
    
    
    
    23.76
    
    
    
    161September
    
    
    24.10
    
    
    
    22.60
    
    
    
    23.20
    
    
    
    172
    
    
    
    24.10
    
    
    
    22.50
    
    
    
    23.14
    
    
    
    244October
    
    
    23.24
    
    
    
    21.70
    
    
    
    22.29
    
    
    
    272
    
    
    
    23.28
    
    
    
    22.00
    
    
    
    22.64
    
    
    
    332November
    
    
    22.52
    
    
    
    20.99
    
    
    
    21.20
    
    
    
    553
    
    
    
    22.91
    
    
    
    20.76
    
    
    
    21.39
    
    
    
    598December
    
    
    22.50
    
    
    
    21.00
    
    
    
    22.05
    
    
    
    565
    
    
    
    22.99
    
    
    
    21.05
    
    
    
    22.54
    
    
    
    465
 Series 3
    
    Series 4Trading
    
    
    
    
    
    
    
    
    
    
    
    
    
    TradingPrice ($)
    
    Volume
    
    Price ($)
    
    VolumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    25.09
    
    
    
    24.70
    
    
    
    24.76
    
    
    
    297
    
    
    
    24.95
    
    
    
    24.66
    
    
    
    24.75
    
    
    
    412February
    
    
    25.21
    
    
    
    24.66
    
    
    
    24.90
    
    
    
    508
    
    
    
    24.99
    
    
    
    24.60
    
    
    
    24.75
    
    
    
    533March
    
    
    25.09
    
    
    
    24.71
    
    
    
    24.92
    
    
    
    231
    
    
    
    24.98
    
    
    
    24.70
    
    
    
    24.92
    
    
    
    342April
    
    
    24.90
    
    
    
    24.26
    
    
    
    24.47
    
    
    
    215
    
    
    
    24.90
    
    
    
    24.25
    
    
    
    24.25
    
    
    
    372May
    
    
    24.55
    
    
    
    22.62
    
    
    
    22.80
    
    
    
    245
    
    
    
    24.64
    
    
    
    22.55
    
    
    
    22.65
    
    
    
    306June
    
    
    22.81
    
    
    
    21.32
    
    
    
    22.26
    
    
    
    508
    
    
    
    22.72
    
    
    
    21.35
    
    
    
    22.22
    
    
    
    903July
    
    
    22.80
    
    
    
    22.00
    
    
    
    22.46
    
    
    
    182
    
    
    
    22.47
    
    
    
    22.00
    
    
    
    22.15
    
    
    
    283August
    
    
    22.73
    
    
    
    22.15
    
    
    
    22.39
    
    
    
    138
    
    
    
    22.63
    
    
    
    22.10
    
    
    
    22.40
    
    
    
    270September
    
    
    22.99
    
    
    
    21.51
    
    
    
    21.74
    
    
    
    333
    
    
    
    22.95
    
    
    
    21.40
    
    
    
    21.89
    
    
    
    140October
    
    
    21.75
    
    
    
    20.50
    
    
    
    20.58
    
    
    
    1,336
    
    
    
    21.99
    
    
    
    20.50
    
    
    
    20.64
    
    
    
    1,605November
    
    
    20.99
    
    
    
    20.00
    
    
    
    20.20
    
    
    
    358
    
    
    
    21.00
    
    
    
    19.81
    
    
    
    20.10
    
    
    
    944December
    
    
    21.55
    
    
    
    20.10
    
    
    
    20.99
    
    
    
    802
    
    
    
    21.35
    
    
    
    20.10
    
    
    
    20.81
    
    
    
    586
 Series 5TradingPrice ($)
    
    VolumeHigh
    
    Low
    
    Close
    
    (thousands)January
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February
    
    
    24.99
    
    
    
    24.63
    
    
    
    24.88
    
    
    
    1,555March
    
    
    25.07
    
    
    
    24.80
    
    
    
    24.93
    
    
    
    879April
    
    
    24.99
    
    
    
    24.85
    
    
    
    24.85
    
    
    
    550May
    
    
    24.97
    
    
    
    22.76
    
    
    
    23.00
    
    
    
    358June
    
    
    23.00
    
    
    
    21.60
    
    
    
    22.45
    
    
    
    468July
    
    
    22.99
    
    
    
    22.20
    
    
    
    22.37
    
    
    
    250August
    
    
    23.24
    
    
    
    22.11
    
    
    
    22.60
    
    
    
    277September
    
    
    23.03
    
    
    
    22.01
    
    
    
    22.38
    
    
    
    284October
    
    
    22.38
    
    
    
    19.80
    
    
    
    20.15
    
    
    
    466November
    
    
    20.90
    
    
    
    20.05
    
    
    
    20.30
    
    
    
    660December
    
    
    21.75
    
    
    
    2025
    
    
    
    21.29
    
    
    
    591
 Sun Life Financial Inc.  | sunlife.com
    
    
    7




---



##### 



Sales of Unlisted Securities
  Dividends
   Dividends Declared
 2007
    
    
    
    2006
    
    
    2005Common
Shares
    
    $
    1.32
    
    
    
    $
    1.15
    
    
    $
    0.99Class A
Preferred
SharesSeries 1
    
    $
    1.187500
    
    
    
    $
    1.187500
    
    
    $
    1.000Series 2
    
    $
    1.200000
    
    
    
    $
    1.200000
    
    
    $
    0.553Series 3
    
    $
    1.112500
    
    
    
    $
    1.069067
    
    
    
    Series 4
    
    $
    1.112500
    
    
    
    $
    0.249932
    
    
    
    Series 5
    
    $
    1.019435
    
    
    
    
    
    
    
    
    
 
 Sun Life Financial Inc.  | sunlife.com
    
    
    8




---



##### 



Security
Ratings
The ratings assigned by rating
agencies to SLF Inc.s Class A
Preferred Shares, Series 1, 2, 3, 4
and 5, its Senior Unsecured
Debentures, Series A, B and C, and
its Subordinated Unsecured
Debentures, Series 2007-1 and
Series 2008-1 are shown in the
adjacent table. Security ratings
assigned to securities by the
rating agencies are not a
recommendation to purchase, hold or
sell these securities, in as much
as such ratings do not comment as
to market price or suitability for
a particular investor. Security
ratings are intended to provide investors with an
    
    Security RatingsDBRS1
    
    
    S&P2Rating
    
    
    Rank
    
    
    Rating
    
    
    RankClass A Preferred SharesSeries 1-5
    
    Pfd-1 (low)
    
    
    1 of 6
    
    
    P-1 (low)/A
    
    
    1 of 53Senior Unsecured DebenturesSeries A-C
    
    AA (low)
    
    
    2 of 10
    
    
    AA-
    
    
    2 of 10Subordinated Unsecured DebenturesSeries 2007-1
    
    A(High)
    
    
    3 of 10
    
    
    A+
    
    
    3 of 10Series 2008-1
    
    A(High)
    
    
    3 of 10
    
    
    A+
    
    
    3 of 101 DBRS Limited2 Standard & Poors, a
division of The
McGraw-Hill
Companies, Inc.3 Reflects Canadian
scale, corresponds
to 4 of 20 on
Global scaleindependent measure of the credit
quality of an issue of securities.
The Company provides certain rating
agencies with confidential,
in-depth information in support of
the rating process.
  DBRS
Limited (DBRS)
 Standard
& Poors (S&P)
  Asset-backed
Securities
 Sun Life Financial Inc.  | sunlife.com
    
    
    9




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##### 



Transfer Agents and Registrars
  Common Shares
 Country
    
    Transfer Agent and Location
of
RegistersCanada
    
    CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, Ontario, Canada, M5C 2W9United
    
    BNY Mellon Shareowner ServicesStates
    
    480 Washington BoulevardJersey City, NJ 07310United StatesUnited
    
    Capita Registrars Ltd.Kingdom
    
    34 Beckenham RoadBeckenham, KentUnited Kingdom BR3 4TUPhilippines
    
    The Hongkong and Shanghai BankingCorporation Limited12/F Tower 1 The Enterprise Centre6766 Ayala Avenue cor Paseo deRoxasMakati City 1200 Metro Manila,PhilippinesHong Kong
    
    Computershare Hong Kong InvestorServices Limited18th Floor, Rooms 1806 - 1807Hopewell Centre183 Queens Road EastWanchai, Hong Kong
 Preferred Shares and Debentures
 Sun Life Financial Inc.  | sunlife.com
    
    
    10




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##### 



Directors and Executive Officers
 Board of Directors
 
   Name andProvince/State and
    
    Principal
    
    DirectorCountry of Residence
    
    Occupation
    
    Since
    
    Board Committee MembershipJames C. Baillie
    
    of Counsel, Torys LLP
    
    
    2000
    
    
    Audit and Conduct ReviewOntario, Canada
    
    
    
    
    
    
    
    Risk ReviewGeorge W. Carmany, III
    
    President, G.W. Carmany and Company,
    
    
    2004
    
    
    Management ResourcesMassachusetts, USA
    
    Inc.
    
    
    
    
    
    Risk ReviewJohn H. Clappison
    
    Corporate Director
    
    
    2006
    
    
    Audit and Conduct ReviewOntario, Canada
    
    
    
    
    
    
    
    Risk ReviewDavid A. Ganong
    
    President, Ganong Bros. Limited
    
    
    2002
    
    
    Management ResourcesNew Brunswick, Canada
    
    
    
    
    
    
    
    Risk ReviewGermaine Gibara
    
    President, Avvio Management Inc.
    
    
    2002
    
    
    Audit and Conduct ReviewQuebec, Canada
    
    
    
    
    
    
    
    GovernanceKrystyna T. Hoeg
    
    Corporate Director
    
    
    2002
    
    
    Audit and Conduct ReviewOntario, Canada
    
    
    
    
    
    
    
    Risk ReviewDavid W. Kerr
    
    Managing Partner, Edper Financial Group
    
    
    2004
    
    
    Audit and Conduct ReviewOntario, Canada
    
    
    
    
    
    
    
    Management ResourcesIdalene F. Kesner
    
    Chairperson, Department of
    
    
    2002
    
    
    GovernanceIndiana, USA
    
    Management and Frank P. Popoff Chair
    
    
    
    
    
    Risk Reviewof Strategic Management, Kelley Schoolof Business, Indiana UniversityMitchell M. Merin
    
    Corporate Director
    
    
    2007
    
    
    Management ResourcesNew Jersey, USA
    
    
    
    
    
    
    
    Risk ReviewBertin F. Nadeau
    
    Chairman and Chief Executive Officer,
    
    
    1999
    
    
    GovernanceQuebec, Canada
    
    GescoLynx Inc.
    
    
    
    
    
    Management ResourcesRonald W. Osborne
    
    Chairman, SLF Inc. and Sun Life
    
    
    1999
    
    
    Audit and Conduct Review1Ontario, Canada
    
    Assurance
    
    
    
    
    
    GovernanceManagement Resources1Risk Review1Donald A. Stewart
    
    Chief Executive Officer, SLF Inc. and
    
    
    1999
    
    
    (none)Ontario, Canada
    
    Sun Life AssuranceW. Vickery Stoughton
    
    Corporate Director
    
    
    1999
    
    
    GovernanceCalifornia, USA
    
    
    
    
    
    
    
    Management Resources
 1
    
    Mr. Osborne is an ex-officio member of
these committees.
 Sun Life Financial Inc.  | sunlife.com
    
    
    11




---



##### 



(i)
    
    Professor Kesner, a director of SLF Inc., was a director of Harriet & Henderson Yarns, Inc.
until May 2003. In July 2003, Harriet & Henderson Yarns, Inc. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code in the United States. Professor Kesner is no longer a director
of Harriet & Henderson Yarns, Inc.;(ii)
    
    Messrs. Ganong and Osborne, directors of SLF Inc., were directors of Air Canada when it
filed for protection under the Companies Creditors Arrangement Act in April 2003. Air Canada
successfully emerged from those proceedings and was restructured pursuant to a plan of
arrangement in September 2004. Messrs. Ganong and Osborne are no longer directors of Air Canada;
 (iii)
    
    Mr. Stoughton was a director and President and Chief Executive Officer of MagneVu Inc.,
which filed a voluntary petition under Chapter 7 of the Bankruptcy Code in the United States in
September 2007. Mr Stoughton was a director of Careside, Inc. when it filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States in October 2002. Mr. Stoughton is no
longer a director of Careside, Inc., and is no longer a director or the President and Chief
Executive Officer of MagneVu Inc.; and(iv)
    
    Mr. Osborne was a director of Nortel Networks Corporation and Nortel Networks Limited
(collectively, Nortel) when on April 10, 2006 the Ontario Securities Commission (OSC) issued a
management cease trade order prohibiting all directors, officers and certain other current and
former employees of Nortel from trading in securities of Nortel until two business days following
receipt by the OSC of all filings required to be made by Nortel pursuant to Ontario securities
laws. This order resulted from Nortels need to restate certain previously reported financial
results and related delays in filing certain of its 2005 financial results. This order was
revoked effective June 8, 2006. Mr. Osborne is no longer a director of Nortel.
 Audit
and Conduct Review Committee
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Life Financial Inc. | sunlife.com
    
    
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Executive Officers
 Name andProvince/State andCountry of Residence
    
    PositionDonald
A. Stewart
Ontario, Canada
    
    Chief Executive OfficerJames
M.A. Anderson
Ontario, Canada
    
    Executive Vice-President and
Chief Investment OfficerThomas
A. Bogart
Ontario, Canada
    
    Executive Vice-President and
General CounselDean
A. Connor
Ontario, Canada
    
    President, SLF CanadaKevin
P. Dougherty
Ontario, Canada
    
    President, Sun Life Global
Investments Inc.Robert
W. Mansbridge
Ontario, Canada
    
    Executive Vice-President and
Chief Information OfficerRichard
P. McKenney
Ontario, Canada
    
    Executive Vice-President and
Chief Financial OfficerStephan Rajotte 
Hong Kong
    
    President, SLF AsiaRobert
C. Salipante
Massachusetts, USA
    
    President, SLF U.S.Michael
P. Stramaglia
Ontario, Canada
    
    Executive Vice-President and
Chief Risk Officer
 Code
of Ethics
   Shareholdings
of Directors and Executive Officers
  Principal
Accountant Fees and Services
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Audit Fees
  Year Ended December 31($ millions)
    
    2007
    
    
    
    2006
    
    
    2005Audit Services
    
    
    20.8
    
    
    
    
    21.1
    
    
    
    13.6Audit-Related Services
    
    
    2.0
    
    
    
    
    2.5
    
    
    
    3.6Tax Services
    
    
    
    
    
    
    
    0.1
    
    
    
    0.6Other Services
    
    
    0.2
    
    
    
    
    0.6
    
    
    
    0.7
    Policy
for Approval of Auditor Services
   Interests of Experts
 Regulatory Matters
  Canada
 General
  
    
    banking services,
    
    investment counselling and portfolio management,
    
    mutual funds,
    
    trust services,
    
    real property brokerage and appraisal, and
    
    merchant banking services.
   Investment
Powers
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Capital
and Surplus Requirements
 Restrictions
on Dividends and Capital Transactions
   Restrictions
on Ownership
  
    
    No person is permitted to acquire any shares of SLF Inc. if the acquisition would cause
the person to have a significant interest in any class of shares of
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SLF Inc., without the prior approval of the Minister of Finance of Canada.
    
    SLF Inc. is not permitted to record any transfer or issue of shares of SLF Inc. if the
transfer or issue would cause the person to have a significant interest in SLF Inc., unless
prior approval is obtained from the Minister of Finance of Canada.
    
    No person who has a significant interest in SLF Inc. may exercise any voting rights
attached to the shares held by that person, unless prior approval of the Minister of Finance
of Canada is obtained. A person has a significant interest in a class of shares where the
aggregate of any shares of that class beneficially owned by that person, any entity
controlled by that person and any person acting jointly or in concert with that person
exceeds 10% of all of the outstanding shares of that class of shares.
   Appointed
Actuary
  
    
    the value of the Companys consolidated policy liabilities as at the end
of each period in accordance with accepted actuarial practices, including the selection of
appropriate assumptions and methods,
    
    whether the amount of policy liabilities makes appropriate provisions for all obligations to policyholders, and
    
    whether the valuation of liabilities is fairly presented in the consolidated financial statements.
 Provincial/Territorial
Insurance Regulation
  Privacy
of Customer Information
  Anti-Money
Laundering Legislation
 Proceeds of Crime (Money Laundering) and Terrorist Financing Act,
 Securities
Laws
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United
States
 General
Regulation at the State Level
 Restrictions
on Dividends
  NAIC IRIS Ratios
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Statutory Investment and Other Valuation Reserves
 Minimum Statutory Surplus and Capital
 Risk-based Capital Requirements
  Minimum Statutory Surplus and Capital
   Regulation of Investments
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Assessments Against Insurers
  General Regulation of Insurance at the Federal Level
  National Insurance Act of 2007
 Retirement Security for Life Act of 2007
 USA PATRIOT Act of 2001
 Privacy of Customer Information
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Securities Laws
  Investment Advisers Act of 1940 Investment Company Act of 1940 Securities Exchange Act of 1934 Securities Act of 1933
 United Kingdom
 Insurance Regulation
 Financial Services and Markets Act 2000 FSA Handbook of
Rules and Guidance Principles for Businesses High
Level Standards
 Long-term Assets and Liabilities
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Capital Resources Requirements
   Restrictions on Dividends and Capital Transactions
 Companies Act 1985
 Financial Ombudsman Service
  Financial Services Compensation Scheme
 Intervention
  Regulatory Methodology
 Conduct of Business Sourcebook Markets in Financial Instruments Directive
  Other Jurisdictions
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Risk Factors
 Risk Management
 Equity Market Risk
 Interest Rate Risk
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Credit Risk
   Liquidity Risk
 Changes in Legislation and Regulations
    Legal, Regulatory and Market Conduct Matters
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Product Design and Pricing
  Insurance Risk  Mortality, Morbidity and Longevity and Policyholder Behaviour
 Operations in Asia
   Currency Exchange Rate Fluctuations
  Competition
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Model Risk
  Business Continuity
 Information System Security and Privacy
  Reinsurance Markets
   Distribution Channels
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Legal, Regulatory and Market Conduct
Matters
 Dependence on Third Party Relationships
  Financial Strength and Credit Ratings
   Mergers and Acquisitions
 Attracting and Retaining Talent
  Investment Performance
   Legal and Regulatory Proceedings
  Additional Information
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(i)
    
    this AIF and any document or the pertinent pages of any document incorporated by reference herein,(ii)
    
    SLF Inc.s comparative consolidated financial statements for its most recently completed
financial year with the accompanying auditors report,(iii)
    
    SLF Inc.s interim consolidated financial statements subsequent to the financial statements for its
most recently completed financial year,(iv)
    
    SLF Inc.s most recent proxy circular, and(v)
    
    any other documents incorporated by reference into a preliminary short form prospectus
or a short form prospectus.
  th
 
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APPENDIX A  Charter of the Audit and Conduct Review Committee
 Purpose
  1.
    
    The integrity of financial statements and information provided to shareholders and others.2.
    
    The Corporations compliance with financial regulatory requirements.3.
    
    The adequacy and effectiveness of the internal control environment implemented and maintained
by management.4.
    
    The qualifications, independence and performance of the External Auditor who is accountable
to the Audit and Conduct Review Committee, the Board of Directors and the shareholders.
 Membership
    Structure and Operations
 Insurance Companies Act (Canada)
   Duties and Responsibilities of the Audit and Conduct Review Committee
 1.
    
    Reviews with management and the External Auditors the interim unaudited consolidated
financial statements and Managements Discussion and Analysis, including a discussion with the
External Auditors of those matters required to be discussed under generally accepted auditing
standards applicable to the Corporation.2.
    
    Reviews the Corporations earnings press releases.3.
    
    Reviews with management and the External Auditors following completion of the annual audit:
 (a)
    
    the annual audited consolidated financial statements;(b)
    
    the External Auditors audit of the annual consolidated financial statements and their report;
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(c)
    
    Managements Discussion and Analysis;(d)
    
    any significant changes that were required in the external audit plan;(e)
    
    any significant issues raised with management during the course of the audit, including any
restrictions on the scope of activities or access to information; and(f)
    
    those matters related
to the conduct of the audit that are required to be discussed under generally accepted auditing
standards applicable to the Corporation.
 4.
    
    Receives a report from management of their quarterly and annual review of financial
statements, Managements Discussion and Analysis and earnings press releases and discusses
with the Chief Executive Officer and the Chief Financial Officer the certifications relating
to financial disclosure and controls that those officers are required by law to file with
securities regulatory authorities.5.
    
    Assures itself that the External Auditor is satisfied that the accounting estimates and
judgements made by management, and managements selection of accounting principles, reflect an
appropriate application of generally accepted accounting principles.6.
    
    Discusses with the Chief Actuary the parts of the annual audited consolidated financial
statements prepared by that officer.7.
    
    Reviews with management and the External Auditor the Corporations principal accounting
practices and policies.8.
    
    Reviews the independence of the Chief Auditor and the External Auditor, including the
requirements relating to such independence of the laws governing the Corporation and the
applicable rules of stock exchanges on which the Corporations securities are listed. At least
annually, the Committee receives from and reviews with the External Auditor their written
statement delineating relationships with the Corporation and, if necessary, recommends that
the Board take appropriate action to satisfy itself of the External Auditors independence and
accountability to the Committee and the Board.9.
    
    Reviews and approves the Policy Restricting the Use of External Auditors which outlines the
services for which the External Auditor can be engaged and the policy regarding the employment
of former employees of the External Auditor.10.
    
    Appraises the performance of the External Auditor and recommends to the Board the appointment
or, if so determined by the Committee, the replacement of the External Auditor, subject to the approval of the
shareholders.11.
    
    Determines, reviews and approves the services to be performed by the External Auditor and the
fees to be paid to the External Auditors for audit, audit-related and other services permitted by law and in accordance with
the policy issued by the Board restricting the use of the External Auditor.12.
    
    Reviews with the External Auditor and management the overall scope of the annual audit plan,
quality control procedures and the resources that the External Auditor will devote to the audit.13.
    
    Reviews with the External Auditor any regulatory investigations that pertain to the External
Auditor.14.
    
    Requires management to implement and maintain appropriate internal control procedures, and
reviews, evaluates and approves the procedures.15.
    
    Reviews managements reports on the effectiveness of Sun Life Financials disclosure controls
and procedures and its internal control over financial reporting16.
    
    Reviews the attestation by the
External Auditor on managements assessment of the effectiveness of Sun Life Financials internal
control over financial reporting.17.
    
    Reviews with management and the Chief Auditor:
 (a)
    
    the overall scope of the annual internal audit plan, including its coordination with the
External Auditors audit plan, and the adequacy of the resources available to the Chief
Auditor; and(b)
    
    the effectiveness of the internal control procedures, including a report
thereon received from the Chief Auditor that includes disclosure of any significant changes
that were required in the internal audit plan and any significant issues raised with management
during the course of the internal audit, including any restrictions on the scope of activities
or access to information.
 18.
    
    Reviews investments and transactions that could adversely affect the well-being of the
Corporation as the External Auditors or management may bring to the attention of the Committee, and
meets with the External Auditor to discuss any such investments and transactions.19.
    
    Reviews, and discusses with the External Auditor and the Chief Actuary such reports and
regulatory returns of the Corporation as may be specified by law.20.
    
    Reviews matters within its mandate that are addressed in the regular examination and similar
reports received from regulatory agencies.21.
    
    Discusses the qualifications for and determines whether a member of the Committee is a
financial expert and in conjunction with the Governance Committee ensures the ongoing financial
literacy of Committee members.22.
    
    Approves procedures established to handle complaints, and anonymous employee submissions, with
respect to matters and concerns regarding accounting, internal control and auditing.
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23.
    
    Requires management to establish procedures for complying with the related party rules
contained in the Insurance Companies Act (Canada) and reviews their effectiveness.24.
    
    Reviews the practices of the Corporation to ensure that any related party transaction that may
have a material effect on the stability or solvency of the Corporation is identified.25.
    
    Reports to the Superintendent of Financial Institutions on the procedures for complying with
the related party rules.26.
    
    Performs such other duties and exercises such other powers as may, from time to time, be
assigned to or vested in the Committee by the Board, and such other functions as may be required of an audit committee by
law, regulations or applicable stock exchange rules.
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APPENDIX B  Policy Restricting the Use of External Auditors
 Introduction and Purpose
  Scope and Application
  Policy
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Appendix A  Prohibition on Services
  a)
    
    bookkeeping or other services related to the accounting records or financial statements;b)
    
    financial information systems design and implementation;c)
    
    appraisal or valuation services, fairness opinions, or contribution in-kind reports;d)
    
    actuarial services;e)
    
    internal audit outsourcing services;f)
    
    management functions or human resources;g)
    
    broker or dealer, investment adviser, or investment banking services;h)
    
    legal services and expert services unrelated to the audit;i)
    
    any service for which no fee is payable unless a specific result is obtained (contingent
fees or commissions);j)
    
    any non-audit tax services that recommend the Corporation engage in
confidential transactions or aggressive tax position transactions, as defined by the U.S. Public
Company Accountability Oversight Board; andk)
    
    any other service that governing regulators or
professional bodies determine to be impermissible.
 Appendix B  Key Financial Reporting Oversight Roles
  §
    
    Chief Executive Officer§
    
    Chief Operating Officer§
    
    President§
    
    Executive Vice-President and Chief Financial Officer§
    
    Executive Vice-President and General Counsel§
    
    Senior Vice-President and Controller§
    
    Senior Vice-President and Chief Actuary§
    
    Vice-President and Chief Accountant§
    
    Senior Vice-President and Chief Auditor§
    
    Vice-President, Treasurer§
    
    Senior Vice-President, Tax§
    
    Assistant Vice-President, Financial Reporting Standards
  Sun Life Financial Inc. | sunlife.com
    
    
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