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EXHIBIT
4




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OUR MISSION
 To provide lifetime financial security
 OUR VISION
 To be an international leader in wealth management and protection
 OUR VALUES
 Integrity
 Excellence
 Customer Focus
 Building Value




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CONTENTS
 SUN LIFE FINANCIAL CODE OF BUSINESS CONDUCT
    
    
    2Does the Code apply to me?
    
    
    2How do I apply the Code in my business dealings?
    
    
    3Where can I obtain more information about the Code
and how to apply it?
    
    
    4Annual Compliance Acknowledgement
    
    
    4Contravention of the Code
    
    
    4What to do if you have contravened the Code
    
    
    4What to do if you know or suspect that someone
else has contravened the Code
    
    
    5Other obligations
    
    
    6SUN LIFE FINANCIALS CORE VALUES
    
    
    7Integrity
    
    
    7Excellence
    
    
    7Customer Focus
    
    
    7Building Value
    
    
    7ACTING ETHICALLY:SUN LIFE FINANCIAL CODE OF BUSINESS CONDUCT
    
    
    8Complying with the law
    
    
    8Fairness in the workplace
    
    
    8Avoiding conflicts of interest
    
    
    9Trading in securities
    
    
    10Receiving benefits from suppliers and customers
    
    
    11Accepting gifts or favours
    
    
    11Engaging in outside activities or employment
    
    
    12Serving on the board of a company
    
    
    14Dealing with information and assets
    
    
    14Keeping information confidential
    
    
    14Using technology appropriately
    
    
    14Using other assets appropriately
    
    
    15Maintaining books and records
    
    
    16Maintaining privacy
    
    
    16Dealing with other people and organizations
    
    
    17Acting fairly and professionally
    
    
    17Engaging in political or charitable activity
    
    
    17Communicating with others
    
    
    18General
    
    
    18Continuous disclosure
    
    
    18Media communications
    
    
    19Industry groups
    
    
    20OUR COMMITMENTS TO YOU
    
    
    21Support for communities in which we work and live
    
    
    21Health and safety
    
    
    21Protection of the environment
    
    
    21QUESTIONS/CONTACTS/POLICIES
    
    
    22




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è
    
    to describe Sun Life Financials values and standards of business conduct;è
    
    to promote principles of respect and fairness in the workplace and in dealings with
the public and our stakeholders;è
    
    to guide employees on how to resolve potentially difficult situations;è
    
    to demonstrate to our stakeholders and the public that Sun Life Financial is
committed to ethical conduct in its operations; andè
    
    to set out Sun Life Financials procedures for reporting of conflicts of interest
and other issues relating to the Code
 DOES THE CODE APPLY TO ME?
   2




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HOW DO I APPLY THE CODE IN MY BUSINESS DEALINGS?
    è
    
    Is this fair and ethical?è
    
    Is this legal?è
    
    Am I confident that Sun Life Financial
would not be embarrassed if this situation
became public knowledge?è
    
    Would I approve of this situation if I were a
fellow employee, a customer or a shareholder?
 Yes
 3




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WHERE
CAN I OBTAIN MORE INFORMATION ABOUT
THE CODE
AND HOW TO APPLY IT?
 Contact Lists
 ANNUAL COMPLIANCE ACKNOWLEDGEMENT
  CONTRAVENTION OF THE CODE
  What to do if you have contravened the Code
  4




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What to do if you know or suspect
that someone else has contravened the Code
  è
    
    any breach or suspected breach of the Code,
any supplemental code of business conduct or
any of Sun Life Financials policies;è
    
    concerns regarding any questionable accounting
or auditing matter;è
    
    situations in which you feel you are being
pressured to violate the law or your ethical
responsibilities; orè
    
    any other breaches of business ethics or
legal or regulatory requirements.
   Employee Ethics Hotline
 5




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OTHER OBLIGATIONS
  è
    
    Supplementary codes of business conduct
relating to specific activities, companies or
business units within Sun Life Financial;è
    
    Rules of conduct governing members of your
professional group or association; andè
    
    Sun Life Financial policies governing
specific situations you may encounter in
your work.
   6




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INTEGRITY
  EXCELLENCE
  CUSTOMER FOCUS
  BUILDING VALUE
  7




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This section sets out the minimum standards
of conduct Sun Life Financial expects of each
employee and director.
 COMPLYING WITH THE LAW
 At a minimum, behaving ethically requires you
to comply with all laws, rules and regulations
applicable to your activities on behalf of Sun
Life Financial. It also requires you to work to
the spirit of the law. You are responsible for
understanding the laws, rules and regulations
that affect or are relevant to your particular
job or position.At Sun Life Financial, we obey and respect the
laws of the countries in which we operate. We
also strive to contribute to the development of
ethical industry practices in these countries.è
    
    FOR GUIDANCEon how to apply any
particular law, rule or regulation relevant
to your job, please contact a
knowledgeable person in your department or
business unit. If you are unsure whether or how
a particular law, rule or regulation affects
your job, please contact the person in the Law
Department primarily responsible for advising
your business unit or function. Information
about how laws and regulations should be applied
can also be found in certain Sun Life Financial
policies.
 FAIRNESS IN THE WORKPLACE
 We are committed to fairness in the
workplace and recognize that a diverse workforce
allows us to serve our stakeholders most
effectively. We will not tolerate unlawful
discrimination, harassment or violence in the
workplace.8




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Specifically, you may not unlawfully
discriminate against co-workers, customers or
anyone else you encounter in the course of your
work on the basis of their race, colour,
religion, sex, sexual orientation, national
origin, citizenship, creed, age, marital or
family status or disability. You must not
engage in threatening, intimidating or violent
acts against co-workers, customers or anyone
else you encounter in your work. Sexual or
other harassment, or offensive behaviour such
as verbal abuse, unnecessary physical contact
or unwelcome comments, are also prohibited.
These violations of the Code, or any similar
violation of applicable laws, rules or
regulations, may result in disciplinary action,
termination of employment or, if appropriate,
civil or criminal proceedings.è
    
    FOR ADDITIONAL GUIDANCE, please
contact a human resources director or the
Corporate Human Resources
Department.
 AVOIDING CONFLICTS OF INTEREST
 Sun Life Financial customers and shareholders
trust us to act in their best interests. This
means distinguishing between your personal
interests and Sun Life Financials interests, and
avoiding any conflict between the two. Any action
you take on behalf of Sun Life Financial must not
be influenced by the possibility of gain for
yourself or for anyone personally associated with
you. It is also important to avoid any appearance
of a conflict.Many situations could give rise to a
potential conflict of interest, or to the
appearance of a conflict. This section of the
Code sets out some of the more common
conflicts, but it is not exhaustive. If you
feel that your personal interests and those of
Sun Life Financial may be, or may be perceived
to be, in conflict, speak to your manager or a
compliance officer in your business group.9




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Trading in securitiesSun Life Financial respects your right to
make personal investment decisions. However, you
must ensure that these decisions are not based
on information you have learned as a result of
your employment or relationship with Sun Life
Financial. You may not trade in Sun Life
Financial securities, or in any securities of
another company, if this decision is based upon
material information obtained by you which is
not generally available to the public. You also
may not pass this information on to others. The
value of the securities being traded has no
bearing on whether or not the trade is
prohibited.John is an actuary who has been providing assistance for several weeks on a major acquisition
that is being considered by Sun Life Financial. Because this is a material transaction, John knows
that he cannot buy or sell shares of Sun Life Financial Inc. until the transaction is public.
However, over lunch, his friend Mary (who does not know about the possible transaction) tells him
that she intends to sell her shares of the target company.Although John knows it would be wrong to tell Mary not to sell her shares, he considers saying, I
cant tell you why, but it may be worthwhile holding onto your stock. Fortunately, John
reconsiders and says nothing. His information is material  it may affect the target companys
share value. It is also confidential. If John uses the information to trade in the target companys
shares, that is considered insider trading, which is against the law. It is also against the law
if he tells someone else how to invest based on this information  this is called tipping.10




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You may be subject to additional requirements
depending upon your specific employment at Sun
Life Financial, or your participation in certain
Sun Life Financial retirement plans or share
purchase plans. These may include pre-clearing
your personal investments and trading Sun Life
Financial securities only during specified
periods.è
    
    FOR ADDITIONAL GUIDANCE,please
contact the person in the Law Department
primarily responsible for advising
your business unit or function. Please also see Sun Life
Financials policy relating toconfidentiality and trading.Receiving benefits from
suppliers and customersYou should ensure that you are independent,
and are seen to be independent, from any
business organization that has a contractual
relationship to provide goods or services to Sun
Life Financial. For this reason, you should not
invest, or acquire a financial interest,
directly or indirectly, in any organization if
that might influence, or create the impression
of influencing, your decisions on behalf of Sun
Life Financial.Unless specifically provided under the terms of
your employment or engagement, you may not
receive a commission or other compensation
related to the sale of any product or service of
or to Sun Life Financial.è
    
    FOR ADDITIONAL GUIDANCE,please contact
your manager, a compliance officer in your
business group, or a human
resources director.Accepting gifts or favoursIt is possible that you may be offered gifts
or favours in the course of your work. In limited
circumstances, you may accept them. In each case,
you should consider the value of the gift or
favour and the circumstances in which it is
offered.11




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Generally, you should not accept gifts or other
favours that could in any way influence, or
appear to influence, your business decisions.
You should not accept frequent gifts from one
source, even if they are only of nominal value.
Of course, you may not engage in conduct that
could be interpreted as directly or indirectly
seeking, receiving or providing a bribe or
kickback.Jennifer recently joined Sun Life Financial from an information technology firm. Her former
company is now bidding for a prestigious contract with Sun Life Financial. Jennifer may be in a
position to determine who will win the bid.During the bidding process, her former employer offers to send her a laptop computer in conjunction
with a promotional campaign being launched by that company. Jennifer knows that if she accepts the
offer, and then decides in favour of her former employer, there could be a perception that the gift
may have influenced her decision. This would reflect badly, not only on her but also on Sun Life
Financial. So she tactfully says, No thanks.
 è
    
    FOR ADDITIONAL GUIDANCE, please contact your manager,
a compliance officer in your business group or a human resources
director.Engaging in outside activities or employmentWe encourage you to participate in your
communities through outside activities. There is
also nothing wrong with having another job if
this is not prohibited in your employment
arrangements with Sun Life Financial and does
not create, or appear to create, a conflict of
interest. In each case, however, the activity12




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or other job should not interfere with your
responsibilities with Sun Life Financial or
your commitment and attention to those
responsibilities.Enrico has been a Sun Life Financial employee for several years. He is also an active member of
his neighbourhood community: he does volunteer work, and sits on the board of directors of his
ratepayers association. Because of his solid reputation and organizing abilities, several board
members approach him to become the boards chair.Enrico is very interested in this position, and in the potential it offers him to make a greater
contribution to his neighbourhood. However, he realizes that the position would involve an
extensive daytime commitment that could interfere with his job at Sun Life Financial.He discusses this situation with the ratepayers association board, and they develop a delegation
system that would limit his involvement to a maximum of a few hours outside of his regular working
hours. He then presents this proposal to his Sun Life Financial manager. The proposal is approved,
on the condition that Enrico is able to fulfill his workplace commitments.You should not be identified with Sun Life
Financial in the course of outside activities,
unless this has been specifically authorized in
advance by Sun Life Financial. Please direct
this type of matter to the senior compliance
officer in your business group, who will arrange
to seek the appropriate approval.è
    
    FOR ADDITIONAL GUIDANCE,please contact
your manager, a compliance officer in your
business group, or a human
resources director.13




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Serving on the board of a companyBeing on the board of directors of another
company or organization could create a conflict
of interest. For this reason, before you accept a
directorship you are required to consult the
senior compliance officer in your business group.
 DEALING WITH INFORMATION AND ASSETS
 Keeping information confidentialAll information about Sun Life Financial and
its businesses is, and must be treated as,
confidential until that information has been
publicly disclosed by press release or is
otherwise generally available to the public. This
is the case even if the information is not
material.You may not disclose confidential information,
except as
required by law or as approved in advance by the
appropriate manager, to anyone outside Sun Life
Financial, including family and friends. This
applies even after you have left Sun Life
Financials employment. You may also not disclose
confidential information to Sun Life Financial
colleagues unless they need to know the
information to carry out their employment.You are responsible for protecting
confidential information in your custody
against theft, loss, unauthorized access,
destruction or misuse.è
    
    FOR ADDITIONAL GUIDANCE,please contact
your manager or the person in the Law Department
primarily responsible for
advising your business unit or function. Please
also see Sun Life Financials policies relating
tocorporate information security standardsand
disclosure.Using technology appropriatelyThe Internet, our intranets and e-mail are
increasingly important business resources and
provide unprecedented access to information.
However, it is possible that this technology may
be abused.14




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Sun Life Financials electronic communications
systems are Sun Life Financials property and
should be used primarily for Sun Life
Financials business purposes. Incidental
appropriate personal use is permitted provided
it does not interfere with your business
activity or Sun Life Financials business
applications. To monitor personal use, certain
employees are authorized to check individual
activity periodically. You should not expect
that any of your e-mail or Internet
communications are private.è
    
    FOR ADDITIONAL GUIDANCE,please
contact your manager or the Information
Security Department. Please also see
Sun Life Financial policies relating toinformation security
and Internet/e-communication access and use.Using other assets appropriatelyYou may only use Sun Life Financials
assets for legitimate business purposes, and
are required to use good judgement in spending
Sun Life Financials funds. You must also take
reasonable steps to protect assets owned by or
entrusted to Sun Life Financial against loss,
theft, damage and misuse.You are required to follow internal policies and
procedures for handling and protecting Sun Life
Financials assets. This includes being careful
not to breach any copyright laws or regulations
when making copies of documents or software, not
to reveal company secrets and not to permit
others to use Sun Life Financials assets, such
as its trademarks, without appropriate consent.è
    
    FOR ADDITIONAL GUIDANCE,please contact
your manager or the person in the Law
Department primarily responsible
for advising your business unit or function.
Please also see Sun Life Financial policies
relating tocorporate information security
standards.15




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Maintaining books and recordsSun Life Financial is required to maintain
accurate and reliable records to meet its legal
and financial obligations and to manage its
affairs. Sun Life Financials books and records
should reflect accurately all business
transactions. Undisclosed or unrecorded
revenues, expenses, assets or liabilities are
prohibited.In particular, if you are responsible for
accounting or record-keeping, you must be
diligent in enforcing proper practices. You
may not alter, conceal or falsify any document
or record. Each Sun Life Financial business
unit and operating subsidiary should adopt an
approved record retention policy consistent
with Sun Life Financial policies and
applicable legal and regulatory requirements.è
    
    FOR ADDITIONAL GUIDANCE, please
contact a compliance officer in your business
group or the person in the Law
Department primarily responsible for advising
your business unit or function. Please also see
Sun Life Financial policies relating tofraud
detection and preventionand retention of
records.Maintaining privacyRespect for privacy is necessary to build
strong business relationships. We accumulate a
considerable amount of information about
customers and employees. You are required to
keep confidential any of this information that
you might access in the course of your work.You should collect, use or disclose personal
information only with the knowledge and
permission of the person to whom the information
relates unless otherwise permitted by local
laws. In certain jurisdictions where we conduct
our business, our customers have the right to
ask if we hold any personal information about
them and, if so, to review it. They may also
have the right to know how we collected the
information, how we use it, and to whom we have
disclosed it.16




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Personal information may only be used for the
purposes for which it was originally collected,
unless otherwise
permitted by local laws or we are authorized to
use it for another purpose. In addition, access
to personal information within Sun Life
Financial generally is restricted to those
employees who have a legitimate business reason
to access it. Sun Life Financial may communicate
personal information to its agents and service
providers as permitted by local law.è
    
    FOR ADDITIONAL GUIDANCE,please
contact a compliance officer in your business
group, the person in the LawDepartment primarily responsible for advising
your business unit or function, or the Privacy
Officer, if one has been appointed in your
jurisdiction. Please also see Sun Life Financial
policies relating to communication and
disclosure,electronic communication, and
privacy.
 DEALING WITH OTHER PEOPLE AND ORGANIZATIONS
 Acting fairly and professionallyOur reputation is built upon the value
created by each employee in his or her daily
interaction with our stakeholders and the
public. You can build the value of Sun Life
Financial by meeting the highest standards of
professional conduct. We do not tolerate unfair
business practices such as industrial espionage,
questionable sales methods or commercial
bribery.è
    
    FOR ADDITIONAL GUIDANCE,please
contact your manager or the compliance officer
in your business group. Please
also see Sun Life Financial policies relating to market
conduct.Engaging in political or charitable activitySun Life Financials funds, goods or
services must not be used as contributions
to, or for the benefit of, political parties
or their candidates, except as specifically
authorized in advance. Please direct this17




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type of request to the Public Relations and
Communications Department, which will arrange to
seek the appropriate approval. Sun Life
Financials facilities may not be used by
candidates or campaigns.Sun Life Financial has an organizational
structure in place to deal with charitable and
philanthropic spending. Please direct this type
of request to the persons charged with
overseeing charitable donations in your
jurisdiction,
if any, or to the Public Relations and
Communications Department.Communicating with othersGeneralSun Life Financial aims to achieve
complete, accurate, fair, understandable and
timely communications with all of its
stakeholders and the public. A prompt,
courteous and accurate response should be made
to all proper requests for information. Any
complaints should be dealt with in accordance
with internal procedures established by various
operating areas of Sun Life Financial and by
any applicable laws.When communicating on matters that involve Sun
Life Financial business, you should not speak
for Sun Life Financial unless you have been
expressly authorized to do so.è
    
    Please also see Sun Life Financial policies relating to media
and communication and disclosure.Continuous disclosureAs a listed company, Sun Life Financial Inc.
is required to make public material information,
including financial statements, when that
disclosure is warranted or required, and to
ensure that it does not engage in inappropriate
selective disclosure. Sun Life Financial has
policies in place to help ensure that material
information is distributed in a consistent way,
and18




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that it is available to all, fairly, openly
and on a timely basis. This will help prevent
Sun Life Financial information from being
misused.Sun Life Financial has established internal
processes to ensure that information required to
be disclosed by it under applicable laws, rules
and regulations is accurately recorded and
reported on a timely basis. If you are involved
in providing or communicating this type of
information, you are required to ensure that
these goals are achieved with respect to the
information for which you are responsible.If someone asks you for information about Sun
Life Financial that is not generally available
to the public, you must direct that inquiry to
your local communications department or the Law
Department.è
    
    FOR ADDITIONAL GUIDANCE,please
contact the person in the Law Department
primarily responsible for advising
your business unit or function, or the
Public Relations and Communications
Department. Please also see Sun Life
Financial policies relating todisclosure,
confidentiality and trading, andInternet/
e-communication access and use.Media communicationsIn addition to everyday communications with
outside persons and organizations, Sun Life
Financial will, on occasion, be asked to
express its views to the media.As a general rule, senior management, the
Public Relations and Communications Department
and the local communications departments will
respond to questions about Sun Life
Financials positions on public policy or
industry issues. You should immediately
contact the Public Relations and
Communications Department or your local
communications department if the media
approaches you.19




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Texts of articles for publication,
public speeches and addresses about Sun Life
Financial should be reviewed in advance with
the Public Relations and Communications
Department or your local communications
department.è
    
    FOR ADDITIONAL GUIDANCE,please
contact the Public Relations and
Communications Department. Please also
see Sun Life Financial policies relating to media and
communication and disclosure.Industry groupsSun Life Financial supports membership in
organizations that aim to maintain a sound
business environment, such as trade
associations. Exchanging information about
industry issues with representatives of other
financial institutions may help you in the
course of your work and improve the overall
industry. However, if you are appointed to
represent Sun Life Financial in a trade
association or other organization, your
contributions must respect the confidentiality
of company secrets. These discussions should not
be used as a means for competing companies to
reach any understanding that would tend to
restrict competition or to impair the ability of
participants to exercise independent business
judgement regarding matters affecting
competition. In particular, except when
permitted by law and specifically authorized by
senior management, you should not hold
discussions or enter into arrangements with
competitors concerning prices for products and
services, the nature and extent of products and
services
provided, or other competitive policies or
practices.è
    
    FOR ADDITIONAL GUIDANCE,please
contact the person in the Law Department
primarily responsible for advising
your business unit or function, or the Public Relations and
Communications Department.20




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The Sun Life Financial Code of Business
Conduct requires important commitments from
you as an individual.In its turn, Sun Life Financial has made
important commitments toyou. Some of these
commitments, and the ways in which you can
help us fulfill them, are set out below.
 SUPPORT FOR COMMUNITIES IN
WHICH WE WORK AND LIVE
 Sun Life Financial is committed to
supporting various local programs and
initiatives. This underscores our belief that
there is a role for corporations to play in
their communities.
 HEALTH AND SAFETY
 We are committed to taking reasonable
precautions to ensure a healthy and safe work
environment for all employees.If you become aware of circumstances
relating to Sun Life Financials operations or
activities that pose a real or potential
health or safety risk, please report the
matter to your manager or a human resources
director.
 PROTECTION OF THE ENVIRONMENT
 We are committed to conserving resources in
our business operations. You should use your best
efforts to make efficient use of resources and to
reduce, re-use and recycle supplies and materials
wherever practical.21




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Employees who have questions about the Code
and how to apply the Code in any situation may
contact any of the persons named in the Contact
Lists or send an e-mail to SLF Code of Business
Conduct.For detailed information on particular policies
which apply to all Sun Life Financial employees,
you can access the following links or go to the
Source for links to additional policies:
 è
    
    Confidentiality and Trading Policyè
    
    Disclosure Policyè
    
    Fraud Reporting and Investigation Policyè
    
    Global Anti-Money Laundering Policyè
    
    Global Privacy Commitmentè
    
    Global Suppression of Terrorism Policyè
    
    Information Security Policyè
    
    Internet/E-communication Access and Use Policyè
    
    Legislative Compliance Management Policyè
    
    Management of Risk to Reputation Policyè
    
    Market Conduct Policy
 There may also be local policies, standards and
policies which correspond to the above
enterprise-wide policies. Please check your
local intranet or ask your manager.22




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