Exhibit 3
 Annual
Information Form
 Sun Life Financial Inc.
 For the Year Ended December 31, 2008
 February 11, 2009
 Lifes brighter under the sun




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##### 



Presentation of Information
   Documents Incorporated by Reference
  (i)
    
    SLF Inc.s Managements Discussion and Analysis (MD&A) for the year ended December 31,
2008, and(ii)
    
    SLF Inc.s Consolidated Financial Statements and accompanying notes (Consolidated Financial
Statements) for the year ended December 31, 2008.
  Forward-looking Statements




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##### 



Table of Contents
 ConsolidatedManagements
    
    FinancialAnnual
    
    Discussion &
    
    StatementsInformation Form
    
    Analysis
    
    and NotesCorporate Structure
    
    
    2General Development of the Business
    
    
    3
    
    
    
    
    
    
    
    18Business of Sun Life FinancialGeneral Summary
    
    
    4
    
    
    
    6
    
    
    
    3-7Business Performance
    
    
    
    
    
    
    20
    
    
    
    3-7Investments
    
    
    
    
    
    
    28
    
    
    
    21Risk Management
    
    
    
    
    
    
    48
    
    
    
    25Capital StructureGeneral Description
    
    
    5Constraints
    
    
    7Market for Securities
    
    
    7Sales of Unlisted Securities
    
    
    8Dividends
    
    
    8
    
    
    
    57
    
    
    
    5Transfer Agent and Registers
    
    
    11Directors and Executive Officers
    
    
    12Interests of Experts
    
    
    17Regulatory Matters
    
    
    17Risk Factors
    
    
    25Legal and Regulatory Proceedings
    
    
    36
    
    
    
    60Additional Information
    
    
    36AppendicesA  Charter of Audit Committee
    
    
    37B  Policy Restricting the Use of External Auditors
    
    
    40
 Sun Life Financial Inc. | sunlife.com
    
    1




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##### 



Corporate Structure
 Incorporation
    Principal
Subsidiaries and Significant Equity Investments
  
 Sun Life Financial Inc. | sunlife.com
    
    2




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##### 



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
    
    
    
    
    
    
    
    
    
    
    
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 and
telemarketing)
    
    
n
    
    
    
    
    
    
    
    
    
    
    
n
 Acquisitions, Disposals, and Other Developments
 Sun Life Financial Inc. | sunlife.com
    
    3




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##### 



Disposition of CI Financial income Fund
 U.S. Group Benefits Business Acquisition
 Other Developments
  Business of Sun Life Financial
 
 Protection and Wealth Industries
   Competition
 Sun Life Financial Inc. | sunlife.com
    
    4




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##### 



Seasonality
 Number of Employees
 Capital Structure
 General
  Issued Share Capital
 Number of
    
    
    Exchanges 1Security
    
    Shares
    
    
    TSX
    
    NYSX
    
    PSECommon Shares
    
    
    559,698,331
    
    
    
    
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)
 Sun Life Financial Inc. | sunlife.com
    
    5




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##### 



Common Shares
  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
 Sun Life Financial Inc. | sunlife.com
    
    6




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##### 



Constraints on Shares  Regulatory Matters  Canada  Restrictions on Ownership
 Market for Securities
 Common Shares
 TradingPrice ($)
    
    volumeHigh
    
    Low
    
    Close
    
    (thousands)January
    
    
    55.99
    
    
    
    45.44
    
    
    
    49.65
    
    
    
    32,237February
    
    
    51.25
    
    
    
    46.34
    
    
    
    47.15
    
    
    
    30,072March
    
    
    48.36
    
    
    
    43.23
    
    
    
    47.99
    
    
    
    35,650April
    
    
    49.75
    
    
    
    45.81
    
    
    
    48.69
    
    
    
    25,174May
    
    
    50.89
    
    
    
    45.27
    
    
    
    46.25
    
    
    
    41,194June
    
    
    46.19
    
    
    
    41.46
    
    
    
    41.95
    
    
    
    36,700July
    
    
    44.99
    
    
    
    38.05
    
    
    
    39.80
    
    
    
    40,357August
    
    
    41.10
    
    
    
    37.80
    
    
    
    40.95
    
    
    
    29,088September
    
    
    41.96
    
    
    
    35.23
    
    
    
    37.20
    
    
    
    63,507October
    
    
    39.00
    
    
    
    24.53
    
    
    
    28.35
    
    
    
    51,208November
    
    
    32.43
    
    
    
    19.38
    
    
    
    27.65
    
    
    
    45,982December
    
    
    28.50
    
    
    
    22.46
    
    
    
    28.44
    
    
    
    37,523Class A Preferred SharesSeries 1
    
    Series 2Price ($)
    
    Trading volume
    
    Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    22.95
    
    
    
    21.75
    
    
    
    22.60
    
    
    
    391
    
    
    
    23.57
    
    
    
    22.00
    
    
    
    22.50
    
    
    
    236February
    
    
    23.55
    
    
    
    22.50
    
    
    
    23.25
    
    
    
    163
    
    
    
    23.70
    
    
    
    22.41
    
    
    
    23.28
    
    
    
    163March
    
    
    23.20
    
    
    
    21.01
    
    
    
    21.65
    
    
    
    158
    
    
    
    23.20
    
    
    
    21.65
    
    
    
    21.87
    
    
    
    151April
    
    
    22.46
    
    
    
    21.40
    
    
    
    22.05
    
    
    
    685
    
    
    
    22.44
    
    
    
    21.53
    
    
    
    22.00
    
    
    
    406May
    
    
    22.24
    
    
    
    21.76
    
    
    
    22.04
    
    
    
    279
    
    
    
    22.20
    
    
    
    21.53
    
    
    
    21.83
    
    
    
    1,203June
    
    
    22.00
    
    
    
    19.15
    
    
    
    20.05
    
    
    
    418
    
    
    
    22.00
    
    
    
    19.31
    
    
    
    19.90
    
    
    
    276July
    
    
    20.30
    
    
    
    17.50
    
    
    
    18.75
    
    
    
    267
    
    
    
    20.17
    
    
    
    17.65
    
    
    
    19.09
    
    
    
    183August
    
    
    19.67
    
    
    
    18.73
    
    
    
    19.36
    
    
    
    549
    
    
    
    19.85
    
    
    
    18.80
    
    
    
    19.80
    
    
    
    587September
    
    
    20.00
    
    
    
    19.00
    
    
    
    19.60
    
    
    
    1,024
    
    
    
    20.19
    
    
    
    19.31
    
    
    
    19.70
    
    
    
    254October
    
    
    19.99
    
    
    
    16.40
    
    
    
    17.38
    
    
    
    334
    
    
    
    19.99
    
    
    
    16.31
    
    
    
    16.95
    
    
    
    681November
    
    
    17.74
    
    
    
    12.03
    
    
    
    14.40
    
    
    
    788
    
    
    
    17.65
    
    
    
    13.00
    
    
    
    14.07
    
    
    
    460December
    
    
    16.75
    
    
    
    12.79
    
    
    
    16.58
    
    
    
    795
    
    
    
    16.70
    
    
    
    13.00
    
    
    
    16.00
    
    
    
    682
 Sun Life Financial Inc. | sunlife.com
    
    7




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##### 



Series 3
    
    Series 4Price ($)
    
    Trading volume
    
    Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    21.45
    
    
    
    20.50
    
    
    
    20.99
    
    
    
    250
    
    
    
    21.47
    
    
    
    20.11
    
    
    
    21.04
    
    
    
    232February
    
    
    22.25
    
    
    
    21.00
    
    
    
    21.90
    
    
    
    162
    
    
    
    22.25
    
    
    
    20.81
    
    
    
    22.00
    
    
    
    238March
    
    
    21.93
    
    
    
    19.45
    
    
    
    19.55
    
    
    
    155
    
    
    
    21.94
    
    
    
    18.98
    
    
    
    19.70
    
    
    
    164April
    
    
    21.00
    
    
    
    19.52
    
    
    
    19.92
    
    
    
    154
    
    
    
    20.83
    
    
    
    19.50
    
    
    
    19.88
    
    
    
    317May
    
    
    20.77
    
    
    
    19.76
    
    
    
    20.56
    
    
    
    91
    
    
    
    20.63
    
    
    
    19.89
    
    
    
    20.30
    
    
    
    201June
    
    
    20.54
    
    
    
    18.16
    
    
    
    18.82
    
    
    
    173
    
    
    
    20.44
    
    
    
    17.90
    
    
    
    18.50
    
    
    
    257July
    
    
    19.48
    
    
    
    16.50
    
    
    
    17.96
    
    
    
    424
    
    
    
    18.63
    
    
    
    16.50
    
    
    
    18.00
    
    
    
    326August
    
    
    18.64
    
    
    
    17.69
    
    
    
    18.39
    
    
    
    319
    
    
    
    18.35
    
    
    
    17.91
    
    
    
    18.28
    
    
    
    180September
    
    
    19.32
    
    
    
    18.00
    
    
    
    18.21
    
    
    
    280
    
    
    
    18.74
    
    
    
    17.75
    
    
    
    18.73
    
    
    
    420October
    
    
    18.50
    
    
    
    15.03
    
    
    
    16.38
    
    
    
    211
    
    
    
    18.60
    
    
    
    15.13
    
    
    
    16.25
    
    
    
    287November
    
    
    16.40
    
    
    
    12.00
    
    
    
    14.00
    
    
    
    523
    
    
    
    16.50
    
    
    
    12.00
    
    
    
    13.95
    
    
    
    846December
    
    
    15.65
    
    
    
    12.06
    
    
    
    15.26
    
    
    
    582
    
    
    
    15.79
    
    
    
    12.01
    
    
    
    15.40
    
    
    
    670Series 5Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)January
    
    
    21.75
    
    
    
    20.15
    
    
    
    21.20
    
    
    
    327February
    
    
    22.65
    
    
    
    20.90
    
    
    
    22.00
    
    
    
    139March
    
    
    21.95
    
    
    
    20.20
    
    
    
    20.70
    
    
    
    353April
    
    
    21.00
    
    
    
    20.01
    
    
    
    20.75
    
    
    
    114May
    
    
    20.97
    
    
    
    19.93
    
    
    
    20.50
    
    
    
    210June
    
    
    20.60
    
    
    
    18.60
    
    
    
    19.60
    
    
    
    219July
    
    
    19.30
    
    
    
    16.45
    
    
    
    18.21
    
    
    
    517August
    
    
    19.19
    
    
    
    18.00
    
    
    
    18.98
    
    
    
    179September
    
    
    19.47
    
    
    
    18.03
    
    
    
    18.36
    
    
    
    163October
    
    
    18.50
    
    
    
    14.80
    
    
    
    16.41
    
    
    
    582November
    
    
    16.45
    
    
    
    11.94
    
    
    
    13.60
    
    
    
    268December
    
    
    16.50
    
    
    
    12.01
    
    
    
    16.50
    
    
    
    859
 Sales
of Unlisted Securities
    Dividends
  Sun Life Financial Inc. | sunlife.com
    
    8




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##### 



Dividends Declared
 2008
    
    
    
    2007
    
    
    2006Common
Shares
    
    
    1.440000
    
    
    
    $
    1.32
    
    
    $
    1.15Class A
Preferred
SharesSeries 1
    
    
    1.187500
    
    
    
    $
    1.187500
    
    
    $
    1.187500Series 2
    
    
    1.200000
    
    
    
    $
    1.200000
    
    
    $
    1.200000Series 3
    
    
    1.112500
    
    
    
    $
    1.112500
    
    
    $
    1.069067Series 4
    
    
    1.112500
    
    
    
    $
    1.112500
    
    
    $
    0.249932Series 5
    
    
    1.125000
    
    
    
    $
    1.019435
    
    
    
    
     Security
Ratings
 Sun Life Financial Inc.  | sunlife.com
    
    
    9




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##### 



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, Series 2008-1 and
    
    A (High)
    
    
    3 of 10
    
    
    A+
    
    
    3 of 10Series 2008-21 DBRS Limited2 Standard & Poors, a
division of the
McGraw-Hill
Companies, Inc.3 Reflects Canadian
scale and corresponds
to 4 of 20 on
Global scale
 DBRS
Limited (DBRS)
  Standard
& Poors (S&P)
  Asset-backed
Securities
 Sun Life Financial Inc.  | sunlife.com
    
    
    10




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##### 



Transfer Agents and Registrars
 Common Shares
 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 Banking 
Corporation Limited11/F Tower 1 The Enterprise Centre6766 Ayala Avenue cor Paseo de RoxasMakati City 1200Metro Manila, PhilippinesHong Kong
    
    Computershare Hong Kong Investor 
Services LimitedHopewell Centre 18th Floor 
Rooms 1806-1807183 Queens Road EastWanchai, Hong Kong
 Preferred Shares and Debentures
   Sun Life Financial Inc.  | sunlife.com
    
    
    11




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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
Ontario, Canada
    
    of Counsel, Torys LLP
    
    
    2000
    
    
    Audit
Risk ReviewGeorge W. Carmany, III
Massachusetts, USA
    
    President, G.W. Carmany and Company,
Inc.
    
    
    2004
    
    
    Management Resources
Risk ReviewJohn H. Clappison
Ontario, Canada
    
    Corporate Director
    
    
    2006
    
    
    Audit
Risk ReviewDavid A. Ganong
New Brunswick, Canada
    
    Chairman, Ganong Bros. Limited
    
    
    2002
    
    
    Management Resources
Risk ReviewGermaine Gibara
Quebec, Canada
    
    President, Avvio Management Inc.
    
    
    2002
    
    
    Audit
Governance and Conduct ReviewKrystyna T. Hoeg
Ontario, Canada
    
    Corporate Director
    
    
    2002
    
    
    Audit
Risk ReviewDavid W. Kerr
Ontario, Canada
    
    Managing Partner, Edper Financial Group
    
    
    2004
    
    
    Audit
Management ResourcesIdalene F. Kesner
Indiana, USA
    
    Chairperson, Department of
Management and Frank P. Popoff Chair
of Strategic Management, Kelley
School
 of Business, Indiana
University
    
    
    2002
    
    
    Governance and Conduct Review
Risk ReviewMitchell M. Merin
New Jersey, USA
    
    Corporate Director
    
    
    2007
    
    
    Management Resources
Risk ReviewBertin F. Nadeau
Quebec, Canada
    
    Chairman and Chief Executive
Officer, GescoLynx Inc.
    
    
    1999
    
    
    Governance and Conduct Review
Management ResourcesRonald W. Osborne
Ontario, Canada
    
    Chairman, SLF Inc. and Sun Life
Assurance
    
    
    1999
    
    
    Audit 1
Governance and Conduct Review
Management Resources1
Risk Review1Donald A. Stewart
Ontario, Canada
    
    Chief Executive Officer, SLF Inc. and
Sun Life Assurance
    
    
    1999
    
    
    noneJames H. Sutcliffe2
London, England
    
    Corporate Director
    
    
    2009
    
    
    Audit
Risk Review
 1
    
    Mr. Osborne is an ex-officio member of these committees.2
    
    Mr. Sutcliffe became a Director and a member of the Audit Committee and Risk Review
Committee of SLF Inc. and Sun Life Assurance effective February 10, 2009.
 Sun Life Financial Inc.  | sunlife.com
    
    
    12




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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. 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; and
 (iii)
    
    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 Committee
     Sun Life Financial Inc.  | sunlife.com
    
    
    13




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##### 



Sun Life Financial Inc.  | sunlife.com
    
    
    14




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##### 



Executive Officers
  Name andProvince/State andCountry of Residence
        
    
    PositionDonald StewartOntario, Canada
    
    
    
    Chief Executive OfficerJames M. A.
Anderson 1Ontario, Canada
    
    
    
    Executive
Vice-President and
Chief Investment
OfficerThomas A. BogartOntario, Canada
    
    
    
    Executive Vice-President and General CounselJon A. BosciaMassachusetts, USA
    
    
    
    President, Sun Life FinancialDean A. ConnorOntario, Canada
    
    
    
    President, SLF CanadaKevin P. DoughertyOntario, Canada
    
    
    
    President, Sun Life Global InvestmentsRichard P. McKenneyOntario, Canada
    
    
    
    Executive Vice-President and Chief Financial OfficerStephan RajotteHong Kong
    
    
    
    President, SLF AsiaRobert C. SalipanteMassachusetts, USA
    
    
    
    President, SLF InternationalMichael P. StramagliaOntario, Canada
    
    
    
    Executive Vice-President and Chief Risk Officer
 1
    
    Mr. Anderson retired on January 1, 2009 and was retained to provide services under a
consulting arrangement.
  Code of Ethics
   Sun Life Financial Inc.  | sunlife.com
    
    
    15




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##### 



Shareholdings of Directors and Executive Officers
  Material Contracts
    Principal Accountant Fees and Services
   Audit Fees
 Year Ended December 31($ millions)
    
    2008
    
    
    2007
    
    2006Audit Services
    
    
    19.3
    
    
    
    
    20.8
    
    
    
    21.1Audit-Related Services
    
    
    1.8
    
    
    
    
    2.0
    
    
    
    2.5Tax Services
    
    
    
    
    
    
    
    
    
    
    
    0.1Other Services
    
    
    0.1
    
    
    
    
    0.2
    
    
    
    0.6
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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
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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 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.
    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
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Anti-Money Laundering Legislation
 Proceeds of Crime (Money Laundering) and Terrorist Financing Act,
 Securities Laws
  United States
 General Regulation at the State Level
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Restrictions on Dividends
  NAIC IRIS Ratios
  Statutory Investment and Other Valuation Reserves
 Minimum Statutory Surplus and Capital
   Risk-based Capital Requirements
  Minimum Statutory Surplus and Capital
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Regulation of Investments
  Insurance Guaranty Assessments
  General Regulation of Insurance at the Federal Level
  National Insurance 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 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
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Other Jurisdictions
  Risk Factors
  www.sedar.com
 Credit Risk
     Equity Market Risk
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##### 



Interest Rate Risk
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##### 



Risk of Sustained Economic Downturn
    Liquidity Risk
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##### 



Capital Adequacy Risk
     Financial Strength and Credit Ratings
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##### 



Mergers Acquisitions and Divestitures
      Investment Performance
    Mortality and Morbidity
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Changes in Legislation and Regulations
        Legal, Regulatory and Market Conduct Matters
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##### 



Product Design and Pricing
   Reinsurance Markets
    Policyholder Behaviour
    Distribution Channels
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Foreign Currency Exchange Rate Risk
   Operations in Asia
      Competition
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Model Risk
      Longevity
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Business Continuity
   Information System Security and Privacy/ System & Control Failure
    Dependence on Third Party Relationships
   Attracting and Retaining Talent
   Closed Block
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Environmental Risk
   Interaction of Risks
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Legal and Regulatory Proceedings
   Additional Information
   (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 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 Committee, the Board of Directors and the shareholders.
 Membership
    Structure and Operations
 Insurance Companies Act (Canada)
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Duties and Responsibilities of the Audit Committee
 Financial Reporting
 1.
    
    Reviews with management and the External Auditors and makes recommendations to the Board of
Directors on the approval of:
 a)
    
    the interim unaudited consolidated financial statements including the notes thereto,
Managements Discussion and Analysis and related news release;b)
    
    the annual audited consolidated financial statements including the notes thereto,
Managements Discussion and Analysis and related news release and;c)
    
    the Annual Information Form with the External Auditors of those matters required to be
discussed under generally accepted auditing standards applicable to the Corporation.
 2.
    
    In conducting its review of the quarterly and annual financial statements:
 (a)
    
    discusses with the External Auditors any significant changes that were required in the
external audit plan, any significant issues raised with management during the course of the
audit or review, including any restrictions on the scope of activities or access to
information, and those matters that are required to be discussed under generally accepted
auditing standards;(b)
    
    receives a report from management of their review of financial statements, Managements
Discussion and Analysis and related news 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;(c)
    
    assures itself that the External Auditor is satisfied that the accounting estimates and
judgments made by management, and managements selection of accounting principles, reflect
an appropriate application of generally accepted accounting principles;(d)
    
    discusses with the Chief Actuary the parts of the annual audited consolidated financial
statements prepared by that officer; and(e)
    
    reviews with management and the External Auditor the Corporations principal accounting
practices and policies.
 External Audit
 3.
    
    Reviews the independence of 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.4.
    
    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.5.
    
    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.6.
    
    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 Restricting the Use of the External Auditor.7.
    
    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.8.
    
    Reviews with the External Auditor any regulatory investigations that pertain to the
External Auditor.
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Internal Control and Audit
 9.
    
    Requires management to implement and maintain appropriate internal control procedures, and
reviews, evaluates and approves the procedures.10.
    
    Reviews managements reports on the effectiveness of Sun Life Financials disclosure controls
and procedures and its internal control over financial reporting.11.
    
    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.
 12.
    
    Receives quarterly reports on fraud investigations.13.
    
    Approves procedures established to handle complaints, and anonymous employee submissions,
with respect to matters and concerns regarding accounting, internal control and auditing.
 Governance
 14.
    
    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.15.
    
    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.16.
    
    Reviews matters within its mandate that are addressed in the regular examination and similar
reports received from regulatory agencies.17.
    
    Discusses the qualifications for and determines whether a member of the Committee is a
financial expert and in conjunction with the Governance and Conduct Review Committee ensures
the ongoing financial literacy of Committee members.
 Other
 18.
    
    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 Chief Actuary§
    
    Senior Vice-President and Chief Auditor§
    
    Senior Vice-President and Controller§
    
    Senior Vice-President Financial Planning and Analysis§
    
    Senior Vice-President, Tax§
    
    Vice-President and Chief Accountant§
    
    Vice-President, Treasurer
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