##### 



EXHIBIT
3
 SUN LIFE FINANCIAL INC.




---



##### 



Documents Incorporated by Reference
 www.sedar.com www.sec.gov
  Forward-looking Statements
 General Development of the Business Business of Sun Life
Financial
 Risk Factors Benefits to Policyholders www.sedar.com




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##### 



Table of Contents
 Pages Incorporated by Reference fromAnnual
    
    Managements
    
    ConsolidatedInformation
    
    Discussion and
    
    Financial StatementsForm
    
    Analysis
    
    and NotesCORPORATE STRUCTURE
    
    
    1GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    1
    
    
    
    
    12BUSINESS OF SUN LIFE FINANCIAL
    
    
    3Overview of Business
    
    
    
    
    
    5Performance Overview
    
    
    
    
    
    6-7Consolidated Results of Operations
    
    
    
    
    
    8-12
    
    2-6Quarterly Information
    
    
    
    
    
    12Non-GAAP Financial Measures
    
    
    
    
    
    12Sun Life Financial Canada
    
    
    
    
    
    13-16Sun Life Financial United States
    
    
    
    
    
    17-20MFS Investment Management
    
    
    
    
    
    21-22Sun Life Financial Asia
    
    
    
    
    
    23-25Corporate Capital
    
    
    
    
    
    26-27Corporate Developments
    
    
    
    
    
    28Risk Management
    
    
    
    
    
    33-35Investments
    
    
    
    
    
    37-39MANAGEMENTS DISCUSSION AND ANALYSIS
    
    
    4CAPITAL STRUCTURE
    
    
    5
    
    
    
    
    26-29CONSTRAINTS ON SHARES
    
    
    6MARKET FOR SECURITIES
    
    
    6PRIOR SALES OF UNLISTED SECURITIES
    
    
    7DIVIDENDS
    
    
    7
    
    
    
    
    4SECURITY RATINGS
    
    
    8ASSET-BACKED SECURITIES
    
    
    9
    
    
    
    
    16 and 19TRANSFER AGENTS AND REGISTRAR
    
    
    10DIRECTORS AND EXECUTIVE OFFICERS
    
    
    10CODE OF ETHICS
    
    
    14PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    15INTERESTS OF EXPERTS
    
    
    15REGULATORY MATTERS
    
    
    16RISK FACTORS
    
    
    24LEGAL AND REGULATORY PROCEEDINGS
    
    
    28
    
    
    
    
    33-34ADDITIONAL INFORMATION
    
    
    28APPENDIX A
    
    
    30APPENDIX B
    
    
    31APPENDIX C
    
    
    34




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##### 



CORPORATE STRUCTURE
 Incorporation
 Insurance Companies Act
   Principal Subsidiaries and Significant Equity Investments
  
 GENERAL DEVELOPMENT OF THE BUSINESS
 Overview
  Sun Life Financial Inc.
2005 Annual Information Form
    
    1




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##### 



Acquisitions, Disposals, Business Combinations and Other Developments
  Corporate Reorganization
   CI Financial Inc.
    Clarica U.S. Inc.
  Sun Life Financial United Kingdom Operations
  Sun Life Financial Asia Operations
   Sun Life Financial Inc.
2005 Annual Information Form
    
    2




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##### 



Other Operations
  BUSINESS OF SUN LIFE FINANCIAL
 General Summary
  ),
  Wealth and Protection Industries
     Sun Life Financial Inc.
2005 Annual Information Form
    
    3




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##### 



Products and Distribution
  Business Overview.
 Competition
     MANAGEMENTS DISCUSSION AND ANALYSIS
  Sun Life Financial Inc.
2005 Annual Information Form
    
    4




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##### 



CAPITAL STRUCTURE
 General
    Common Shares
  Class A Preferred Shares
  www.sedar.com
  Sun Life Financial Inc.
2005 Annual Information Form
    
    5




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##### 



www.sedar.com
 www.sedar.com
 Class B Preferred Shares
  CONSTRAINTS ON SHARES
 Regulatory
Matters  Canada
 MARKET FOR SECURITIES
   Month
    
    
    Price ($)
    
    
    Trading VolumeHigh
    
    
    Low
    
    
    Close
    
    
    (000s)January
    
    
    
    40.86
    
    
    
    
    38.55
    
    
    
    
    40.15
    
    
    
    20,900February
    
    
    
    42.46
    
    
    
    
    39.10
    
    
    
    
    39.10
    
    
    
    26,391March
    
    
    
    42.20
    
    
    
    
    38.00
    
    
    
    
    39.45
    
    
    
    29,459April
    
    
    
    39.93
    
    
    
    
    37.18
    
    
    
    
    39.28
    
    
    
    24,922May
    
    
    
    40.33
    
    
    
    
    38.65
    
    
    
    
    39.55
    
    
    
    21,643June
    
    
    
    43.18
    
    
    
    
    38.57
    
    
    
    
    41.27
    
    
    
    25,842July
    
    
    
    45.06
    
    
    
    
    41.05
    
    
    
    
    44.06
    
    
    
    20,800August
    
    
    
    45.70
    
    
    
    
    43.15
    
    
    
    
    43.80
    
    
    
    23,191September
    
    
    
    45.30
    
    
    
    
    42.08
    
    
    
    
    43.65
    
    
    
    27,066October
    
    
    
    44.61
    
    
    
    
    41.75
    
    
    
    
    44.05
    
    
    
    18,953November
    
    
    
    47.75
    
    
    
    
    43.71
    
    
    
    
    46.35
    
    
    
    30,952December
    
    
    
    48.44
    
    
    
    
    45.39
    
    
    
    
    46.73
    
    
    
    18,819
 Sun Life Financial Inc.
2005 Annual Information Form
    
    6




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##### 



Month
    
    
    Price ($)
    
    
    Trading VolumeHigh
    
    
    Low
    
    
    Close
    
    
    (000s)March
    
    
    
    24.34
    
    
    
    
    23.80
    
    
    
    
    24.15
    
    
    
    1,644April
    
    
    
    24.49
    
    
    
    
    23.96
    
    
    
    
    24.40
    
    
    
    2,497May
    
    
    
    24.90
    
    
    
    
    24.30
    
    
    
    
    24.75
    
    
    
    1,732June
    
    
    
    25.05
    
    
    
    
    24.61
    
    
    
    
    24.75
    
    
    
    2,899July
    
    
    
    25.00
    
    
    
    
    24.58
    
    
    
    
    24.80
    
    
    
    744August
    
    
    
    25.10
    
    
    
    
    24.51
    
    
    
    
    24.90
    
    
    
    632September
    
    
    
    25.18
    
    
    
    
    24.71
    
    
    
    
    24.94
    
    
    
    350October
    
    
    
    24.93
    
    
    
    
    24.57
    
    
    
    
    24.65
    
    
    
    203November
    
    
    
    25.70
    
    
    
    
    24.60
    
    
    
    
    25.35
    
    
    
    913December
    
    
    
    26.30
    
    
    
    
    25.08
    
    
    
    
    26.00
    
    
    
    462
   Month
    
    
    Price ($)
    
    
    Trading VolumeHigh
    
    
    Low
    
    
    Close
    
    
    (000s)July
    
    
    
    24.98
    
    
    
    
    24.70
    
    
    
    
    24.80
    
    
    
    949August
    
    
    
    25.00
    
    
    
    
    24.70
    
    
    
    
    25.00
    
    
    
    369September
    
    
    
    25.27
    
    
    
    
    24.76
    
    
    
    
    24.86
    
    
    
    874October
    
    
    
    25.00
    
    
    
    
    24.51
    
    
    
    
    24.75
    
    
    
    262November
    
    
    
    25.75
    
    
    
    
    24.76
    
    
    
    
    25.43
    
    
    
    714December
    
    
    
    26.00
    
    
    
    
    25.22
    
    
    
    
    25.55
    
    
    
    455
 PRIOR SALES OF UNLISTED SECURITIES
  DIVIDENDS
     Sun Life Financial Inc.
2005 Annual Information Form
    
    7




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##### 



Regulatory
Matters
  SECURITY RATINGS
  Security
    
    
    DBRS
    
    
    S&PClass A Preferred Shares Series 1
    
    

Pfd-1 n (low)
    
    

P-1 (low)/AClass A Preferred Shares Series 2
    
    
    Pfd-1 n (low)
    
    
    P-1 (low)/AClass A Preferred Shares Series 3
    
    
    Pfd-1 n (low)
    
    
    P-1 (low)/ASeries A Debentures
    
    
    AA (low)
    
    
    AA-
  DBRS Ratings
  Sun Life Financial Inc.
2005 Annual Information Form
    
    8




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##### 



S&Ps Ratings
     ASSET-BACKED SECURITIES
 Financial Position And Liquidity  Off-Balance Sheet
Arrangements  Asset Securitization
 Sun Life Financial Inc.
2005 Annual Information Form
    
    9




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##### 



TRANSFER AGENTS AND REGISTRAR
  Shareholders Country of
    
    
    Transfer Agent and LocationResidenceCanada and the
United States
    
    
    CIBC Mellon Trust Company
PO Box 7010, Adelaide Street Postal Station, Toronto, Ontario, Canada
M5C 2W9United Kingdom
    
    
    Capita IRG Plc
Bourne House, 34 Beckenham Road, Beckenham, Kent,
United Kingdom BR3 4TUPhilippines
    
    
    The Hong Kong and Shanghai Banking Corporation Limited
30/F The Discovery Suites, #25 ADB Avenue, Ortigas Centre, Pasig,
Metro Manila, PhilippinesHong Kong
    
    
    Computershare Hong Kong Investor Services Limited
46th Floor, Hopewell Centre, 183 Queens Road East,
Wanchai, Hong Kong
  DIRECTORS AND EXECUTIVE OFFICERS
 Board of Directors
   Sun Life Financial Inc.
2005 Annual Information Form
    
    10




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##### 



Name andProvince/State andCountry of
    
    
    Principal
    
    
    Director Since
    
    
    Board CommitteeResidence
    
    
    Occupation
    
    
    
    
    
    MembershipJames C. Baillie
Ontario, Canada
    
    
    of Counsel, Torys LLP
    
    
    
    2000
    
    
    
    Audit and Conduct Review
Risk ReviewGeorge W. Carmany,
III
Massachusetts, USA
    
    
    President, G.W. Carmany and
Company, Inc.
    
    
    
    2004
    
    
    
    Management Resources
Risk ReviewJohn H. Clappison
Ontario, Canada
    
    
    Retired Greater Toronto Area
Managing Partner,
PricewaterhouseCoopers LLP
    
    
    
    2006
    
    
    
    Audit and Conduct Review
Risk ReviewWilliam R. Fatt
Ontario, Canada
    
    
    C.E.O., Fairmont Hotels
& Resorts Inc.
    
    
    
    2001
    
    
    
    Management Resources
Risk ReviewDavid A. Ganong
New Brunswick,
Canada
    
    
    President, Ganong Bros. Limited
    
    
    
    2002
    
    
    
    Governance
Management ResourcesGermaine Gibara
Quebec, Canada
    
    
    President, Avvio Management Inc.
    
    
    
    2002
    
    
    
    Audit and Conduct Review GovernanceKrystyna T. Hoeg
Ontario, Canada
    
    
    President & C.E.O., Corby
Distilleries Limited
    
    
    
    2002
    
    
    
    Audit and Conduct Review
Risk ReviewDavid W. Kerr
Ontario, Canada
    
    
    Chairman, Falconbridge Limited
    
    
    
    2004
    
    
    
    Audit and Conduct Review
Management ResourcesIdalene F. Kesner
Indiana, USA
    
    
    Chairperson, MBA Program, Frank P.
Popoff Chair of Strategic
Management, Kelley School of
Business, Indiana University
    
    
    
    2002
    
    
    
    Governance
Risk ReviewBertin F. Nadeau
Quebec, Canada
    
    
    Chairman and C.E.O., GescoLynx Inc.
    
    
    
    1999
    
    
    
    Governance
Management ResourcesRonald W. Osborne
Ontario, Canada
    
    
    Chairman SLF Inc. and Sun Life Assurance
    
    
    
    1999
    
    
    
    Audit and Conduct Review1
Governance
Management Resources1
Risk Review1C. James Prieur
Ontario, Canada
    
    
    President & C.O.O., SLF Inc. and
Sun Life Assurance
    
    
    
    2002
    
    
    
    (none)Donald A. Stewart
Ontario, Canada
    
    
    C.E.O., SLF Inc. and
Sun Life Assurance
    
    
    
    1999
    
    
    
    (none)W. Vickery Stoughton
California, USA
    
    
    Principal, Anvil Entertainment
Inc. and Partner, Wear It Now
    
    
    
    1999
    
    
    
    Governance
Management Resources1

    Mr. Osborne is an ex-officio member of these committees.
 
    Sun Life Financial Inc.
2005 Annual Information Form
    
    11




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##### 



(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. Ms. 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; and
 (iii)
    
    Mr. Stoughton, a Director of SLF Inc., 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.
 Audit and Conduct Review Committee
       Sun Life Financial Inc.
2005 Annual Information Form
    
    12




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##### 



Sun Life Financial Inc.
2005 Annual Information Form
    
    13




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##### 



Executive Officers
  Name andProvince/State andCountry of Residence
    
    
    PositionDonald A. Stewart
Ontario, Canada
    
    
    Chief Executive OfficerC. James Prieur
Ontario, Canada
    
    
    President and Chief Operating OfficerJames M.A. Anderson
Ontario, Canada
    
    
    Executive Vice-President and Chief Investment OfficerThomas A. Bogart
Ontario, Canada
    
    
    Executive Vice-President and Chief Legal OfficerDavid W. Davies
Epsom, Surrey,
United Kingdom
    
    
    Chairman, Sun Life Assurance Company of Canada (U.K.)
LimitedPaul W. Derksen
Ontario, Canada
    
    
    Executive Vice-President and Chief Financial OfficerKevin P. Dougherty
Ontario, Canada
    
    
    President, Sun Life Financial CanadaRobert W. Mansbridge
Ontario, Canada
    
    
    Executive Vice-President and Chief Information OfficerRobert C. Salipante
Massachusetts, USA
    
    
    President, Sun Life Financial United StatesMichael P. Stramaglia
Ontario, Canada
    
    
    Executive Vice-President and Chief Asset & Liability Officer
  Shareholdings of Directors and Executive Officers
  CODE OF ETHICS
 www.sunlife.com
 Sun Life Financial Inc.
2005 Annual Information Form
    
    14




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##### 



PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Year Ended December 31($ millions)
    
    
    2005
    
    
    2004Audit Services
    
    
    
    13.6
    
    
    
    
    10.2Audit-Related Services
    
    
    
    3.6
    
    
    
    
    3.5Tax Services
    
    
    
    0.6
    
    
    
    
    2.2Other Services
    
    
    
    0.7
    
    
    
    
    0.4
 Audit Fees
  Audit-Related Fees
  Tax Fees
  Other Fees
  Policy for Approval of Auditor Services
  INTERESTS OF EXPERTS
   Sun Life Financial Inc.
2005 Annual Information Form
    
    15




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##### 



REGULATORY MATTERS
  Canada
 General
    Investment Powers
  Capital and Surplus Requirements
 Regulatory Matters  United States
  Sun Life Financial Inc.
2005 Annual Information Form
    
    16




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##### 



Restrictions on Dividends and Capital Transactions
   Restrictions on Ownership
    Sun Life Financial Inc.
2005 Annual Information Form
    
    17




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##### 



Appointed Actuary
  Provincial/Territorial Insurance Regulation
  Privacy of Customer Information
  Securities Laws
  United States
 General Regulation at the State Level
  Sun Life Financial Inc.
2005 Annual Information Form
    
    18




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##### 



Restrictions on Dividends
  NAIC IRIS Ratios
  Sun Life Financial Inc.
2005 Annual Information Form
    
    19




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##### 



Statutory Investment and Other Valuation Reserves
 Minimum Statutory Surplus and Capital
   Risk-Based Capital Requirements
  Minimum Statutory Surplus and Capital
   Sun Life Financial Inc.
2005 Annual Information Form
    
    20




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##### 



Regulation of Investments
  Assessments Against Insurers
  General Regulation of Insurance at Federal Level
  The Retirement Security for Life Act of 2005 The Lifetime Pension Annuity for
You Act of 2005 The Flexible Retirement Security for Life Act of 2005
 American Jobs Creation Act of 2004
 USA PATRIOT Act of 2001
 Sun Life Financial Inc.
2005 Annual Information Form
    
    21




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##### 



Privacy of Customer Information
  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 Interim Prudential Sourcebook for Insurers Integrated
 Sun Life Financial Inc.
2005 Annual Information Form
    
    22




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##### 



Prudential Sourcebook Interim Prudential Sourcebook
 Long-Term Assets and Liabilities
  Capital Resources Requirements
   Restrictions on Dividends and Capital Transactions
 Companies Act
1985
 Financial Ombudsman Service
  Financial Services Compensation Scheme
  Sun Life Financial Inc.
2005 Annual Information Form
    
    23




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##### 



Intervention
  Reform Proposals
   Other Jurisdictions
  RISK FACTORS
 Risk Management
 Legal, Regulatory and Market Conduct Matters
   Sun Life Financial Inc.
2005 Annual Information Form
    
    24




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##### 



Legal Proceedings
 Securities Act Securities Exchange Act Investment Company Act Investment Advisers Act Employee Retirement Income Security Act
 Product Guarantees
   Interest Rate Risk
  Sun Life Financial Inc.
2005 Annual Information Form
    
    25




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##### 



Effect of Changes in Equity Market Conditions
    Credit Risk
  Letters of Credit
  Sun Life Financial Inc.
2005 Annual Information Form
    
    26




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##### 



Asia
  Business Continuity and Crisis Management
    Reinsurance Markets
  Dependence on Third Party Relationships
 Financial Position and Liquidity  Commitments, Guarantees,
Contingencies and Reinsurance Matters.
 Currency Exchange Rate Fluctuations
  Sun Life Financial Inc.
2005 Annual Information Form
    
    27




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##### 



Competition
   Gramm-Leach-Bliley Act
 LEGAL AND REGULATORY PROCEEDINGS
  ADDITIONAL INFORMATION
    Sun Life Financial Inc.
2005 Annual Information Form
    
    28




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##### 



th www.sunlife.com
 Sun Life Financial Inc.
2005 Annual Information Form
    
    29




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##### 



APPENDIX A
 LOCATION OF PRINCIPAL OFFICES
 Principal Office
    
    
    AddressCorporate/Head Office
    
    
    150 King Street West
Toronto, Ontario
Canada M5H 1J9
Tel: (416) 979-9966
Website: www.sunlife.comSLF Canada
    
    
    227 King Street South
P.O. Box 1601, STN Waterloo
Waterloo, Ontario
Canada N2J 4C5
Tel: (519) 888-3900
Website: www.sunlife.caSLF United States
    
    
    One Sun Life Executive Park
Wellesley Hills, Massachusetts
USA 02481
Tel: (781) 237-6030
Website: www.sunlife-usa.comMFS
    
    
    500 Boylston Street
Boston, Massachusetts
USA 02116-3740
Tel: (800) 225-2606
Website: www.mfs.comSLF Asia
    
    
    2001 Two Pacific Place
88 Queensway
Hong Kong
Tel: (852) 2918-3888
Website: www.sunlife.com
 Sun Life Financial Inc.
2005 Annual Information Form
    
    30




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##### 



APPENDIX B
 Sun Life Financial Inc.  and  Sun Life Assurance Company of Canada
 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)
   Committee Chair Position Description
   Sun Life Financial Inc.
2005 Annual Information Form
    
    31




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##### 



Duties and Responsibilities of the Audit and Conduct Review Committee
 1.
    
    Reviews with the 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;(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.
 Sun Life Financial Inc.
2005 Annual Information Form
    
    32




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##### 



14.
    
    Requires management to implement and maintain appropriate internal control procedures, and
reviews, evaluates and approves the procedures.15.
    
    Reviews as required the report by the External Auditor on its findings on the effectiveness
of Sun Life Financials internal control procedures.16.
    
    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.
 17.
    
    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.18.
    
    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.19.
    
    Reviews matters within its mandate that are addressed in the regular examination and similar
reports received from regulatory agencies.20.
    
    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.21.
    
    Approves procedures established to handle complaints, and anonymous employee submissions,
with respect to matters and concerns regarding accounting, internal control and auditing.22.
    
    Requires management to establish procedures for complying with the related party rules
contained in the Insurance Companies Act (Canada) and reviews their effectiveness.23.
    
    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.24.
    
    Reports to the Superintendent of Financial Institutions on the procedures for complying with
the related party rules.25.
    
    Performs such other duties and exercises such powers as may, from time to time, be assigned
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.
 Sun Life Financial Inc.
2005 Annual Information Form
    
    33




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APPENDIX C
 POLICY RESTRICTING THE USE OF EXTERNAL AUDITORS
 1.
    
    This policy governs all proposals by the Corporation or any of its subsidiaries to engage, as
a service provider, the external auditor or any of its affiliates, related businesses or
associated persons as defined in the Sarbanes-Oxley Act of 2002 (S-O Act) (collectively
referred to as the External Auditor).2.
    
    The External Auditor will normally be engaged to provide audit and audit-related services,
including advisory services related to the External Auditors audit and audit-related work
such as advice pertaining to internal audit, tax, actuarial valuation, risk management, and
regulatory and compliance matters, subject to the prohibitions contained in the S-O Act and in
any other applicable laws, regulations or rules. The S-O Act prohibitions are set out in
Appendix 1.3.
    
    Any engagement of the External Auditor for services that would be legally prohibited by the
S-O Act and that was in place at the date this policy was initially established may continue
in place until such prohibition becomes operative or it is otherwise prohibited by applicable
law, regulation or rule. The Controller will maintain a list of such engagements. The
Corporation will not enter into any other such engagements prior to the S-O Act prohibitions
becoming operative.4.
    
    Each engagement of the External Auditor to provide services will require the approval in
advance of the Audit Committee of Sun Life Financial Inc. and the audit committee of any
affected subsidiary that is itself directly subject to the S-O Act. The Audit Committee may
establish procedures regarding the approval process, which will be co-coordinated by the
Controller.5.
    
    The Corporation and its subsidiaries will not employ or appoint as chief executive officer,
chief financial officer, controller, chief accounting officer, appointed actuary, or
equivalent position within the Corporation or subsidiary, any person who was employed by the
External Auditor and who provided any services to the Corporation or any subsidiary at any
time during the previous two years.6.
    
    The Controller is responsible for the application and interpretation of this policy, and
should be consulted in any case where there is uncertainty regarding whether a proposed
service is, or is not, an audit or audit-related service. The Controller will revise Appendix
1 as required, from time to time, to reflect changes in applicable laws, regulations or rules.7.
    
    This policy, as amended and restated, is effective from October 30, 2002.
 Appendix 1
 Sarbanes-Oxley Act of 2002  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; and
any other service that the Public Company Accounting Oversight Board, to be established
under the S-O Act, determines to be impermissible.
 Sun Life Financial Inc.
2005 Annual Information Form
    
    34