SecProbe.io

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Eric R. Weinheimer
Assistant Vice-President
and Assistant General Counsel
Law Department

Sun Life Financial Inc.
150 King Street West
Suite 1400
Toronto, Ontario
M5H 1J9
Tel:	(416) 979-4825
Fax:	(416) 979-3209
eric_weinheimer@sunlife.com

September 15, 2005

United States Securities and Exchange Commission
450 Fifth Street West, N.W.
Washington D.C. 20549

Attention:  Mr. Jim B. Rosenberg
	Senior Assistant Chief Accountant

Dear Mr. Rosenberg,

Re:	Sun Life Financial Inc.
	Form 40-F for Fiscal Year Ended December 31, 2004
	File No. 001-15014

	Thank you for the comments in your letter to Sun Life
Financial Inc. (the "Company") dated August 14, 2005 as a result
of your review of the Form 40-F for the year ended December 31,
2004 (the "Form 40-F") filed by the Company with the Securities
and Exchange Commission (the "SEC").  For your convenience, we
have included your original comments, in italics, followed by
our responses.

SEC Comment on Reconciliation of Operating Earnings

1.	We note your disclosure of "operating earnings," a non-
GAAP measure, which appears to exclude recurring items,
such as provisions for MFS regulatory settlements. These
charges have occurred in prior periods and absent
disclosure elsewhere in your filing may reoccur in future
periods. Elimination of these items from the most
comparable GAAP measure appears to have the effect of
smoothing earnings. While the acceptability of a non-GAAP
financial measure that eliminates recurring items from
the most comparable GAAP measure depends on all facts and
circumstances, we do not believe that a non-GAAP measure
that has the effect of smoothing earnings is appropriate.

Exclusion of these amounts raises significant concern
about management's assertions as to the usefulness of
these measures for investors and the appropriateness of
its presentation in accordance with Item 10 of Regulation
S-K. Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our
website at
www.sec.gov/divisions/corpfin/faQs/nongaapfaQ.htm that we
issued on June 13, 2003. Please tell us how your
disclosure complies with Item 10 of Regulation SK for
each non-GAAP financial measure used within your filing.
Sun Life Financial Response

	The Company became a reporting issuer in the United States
as a result of filing a prospectus with the SEC in March 2000
pursuant to the Multilateral Jurisdiction Distribution System
("MJDS").  The Company is a foreign private issuer and files its
annual periodic report on Form 40-F.

	The Company's Form 40-F for its fiscal year ended
December 31, 2004 includes its annual audited financial
statements (the "Annual Financial Statements"), annual
management's discussions and analysis (the "MD&A") and renewal
annual information form (the "AIF") as Exhibits 1, 2 and 3,
respectively.

	The SEC's requirements with respect to the use of non-GAAP
financial measures are set out in (i) Regulation G, (ii) Item 10
of Regulation S-K and (iii) SEC Release No. 47226, Conditions
for Use of Non-GAAP Financial Measures" (the "Rule").

	The Rule contains the following statements with respect
to the use of non-GAAP financial measures by foreign private
issuers:

"We are amending Exchange Act Form 20-F to incorporate Item
10 of Regulation S-K.  Accordingly, foreign private issuers
will be subject to the same requirements as domestic
issuers with respect to the use of non-GAAP financial
measure in filings with the Commission on Form 20-F.
Consistent with the proposal, filers on Form 40-F under the
Multi-jurisdictional Disclosure System are not subject to
those requirements."

	The "Frequently Asked Questions Regarding the Use of Non-
GAAP Financial Measures" issued by the SEC includes the
following information:

"Question 32:	If a Canadian company includes a non-GAAP
financial measure in an annual report on Form 40-F, does
the company need to comply with Regulation G or Item 10(e)
of Regulation S-K with respect to that information if the
company files a non-MJDS Securities Act registration
statement that incorporates by reference the Form 40-F?

Answer 32:  No.  Information included in a Form 40-F
is not subject to Regulation G or Item 10(e) of
Regulation S-K."

	We believe, based on these statements, that Item 10 of
Regulation S-K does not apply to a Form 40-F filed by a
foreign private issuer.  In addition, we note the General
Instructions to SEC Form 40-F do not prescribe any disclosure
with respect to non-GAAP financial measures.

The disclosure with respect to non-GAAP financial measures
in the Company's Form 40-F was prepared in compliance with the
requirements of Canadian securities rules and Regulation G.

	The Company's 2004 MD&A uses the following non-GAAP
measures: "operating earnings", operating earnings per share"
("operating EPS") and "operating return on equity" ("operating
ROE"). We believe that the use of these non-GAAP financial
measures complies with the requirements of Regulation G and
Canadian disclosure requirements, because the Company's 2004
MD&A identified these financial measures as non-GAAP financial
measures, disclosed the most directly comparable GAAP
financial measures and provided a reconciliation of these
financial measures.

	In addition to providing the disclosure prescribed in
Regulation G, the Company has provided the following
additional disclosure concerning its use of non-GAAP financial
measures:

?	The 2004 MD&A describes the provisions for the MFS
regulatory settlements that were excluded in
determining the Company's operating earnings, operating
EPS and operating ROE and additional information was
provided in the Company's 2004 AIF and Annual Financial
Statements.

?	The 2004 MD&A discloses how management uses these non-
GAAP financial measures and why it believes that they
provide useful information to investors.

?	The provisions for the MFS regulatory settlements that
were used in determining these non-GAAP financial
measures are not described in the Company's Form 40-F
as being "non-recurring".

	We believe that the provisions for the MFS regulatory
settlements that were announced on February 5 and March 31,
2004 are not recurring items with respect to each other, as
they relate to different fact situations and investigations
and we do not expect that additional provisions will be
required for those regulatory settlements.

	As indicated above, we believe that Item 10 of Regulation
S-K does not apply to the Company and that the Company's use
of non-GAAP financial measures complies with the requirements
of Regulation G and Canadian disclosure requirements.

SEC Comment on Contractual Obligations

2.	We note that you have not included all estimated payments
associated with your actuarial liabilities and other
policy liabilities in the contractual obligations table,
and it would appear that these liabilities represent
future legal obligations of the Company. Due to the
significance of these future legal obligations, we
believe that inclusion of all reserves in the contractual
obligations table will allow investors to more fully
evaluate your liquidity and capital resources. The
purpose of Financial Reporting Release 67 is to obtain
enhanced disclosure concerning a registrant's contractual
payment obligations and the exclusion of ordinary course
items is inconsistent with the objective of the Item
303(a)(5) of Regulation S-K. Please revise your
contractual obligations table to include all expected
payments associated with your insurance liabilities or
explain to us how your disclosure complies with Item
303(a)(5) of Regulation S-K.
Sun Life Financial Response

	Note 12, "Actuarial Liabilities and Other Policy
Liabilities" ("Note 12") in the Company's 2004 Annual
Financial Statements provides detailed and comprehensive
disclosure of the Company's actuarial liabilities and other
policy liabilities (the "Policy Liabilities"), including
tabular disclosure of the liabilities under certain fixed
annuities issued by the Company through its Canadian, U.S. and
U.K. operations.  The Company believes that providing tabular
disclosure of the Policy Liabilities for the periods set out
in Item 303(a)(5) of Regulation S-K would not provide
additional useful information to investors for the following
reasons:

?	The Company believes that the comprehensive disclosure
concerning its Policy Liabilities in Note 12 provides
more useful disclosure for investors than the tabular
periodic disclosure prescribed by Item 303(a)(5) of
Regulation S-K.

?	A significant portion of the Company's Policy
Liabilities under life insurance policies will be
payable after 5 years, because of the long-term nature
of life insurance policies.

?	The Company's Policy Liabilities for life insurance
policies are estimates and are based on various
actuarial assumptions (including assumptions about
death, accident or sickness, investment, inflation) that
make disclosure in the contractual obligations table
inappropriate..

	However, based on the comment in your letter dated August
14, 2005, the Company will provide appropriate disclosure of its
Policy Liabilities for the periods set out in Item 303(a)(5) of
Regulation S-K in the table of contractual liabilities in the
annual MD&A included in the Company's future Form 40-F filings,
beginning with its fiscal year ending December 31, 2005.

*************

	It is our objective to provide meaningful, accurate
disclosure in all of our continuous disclosure documents and
we thank you for your comments on the disclosure in the
Company's Form 40-F.  As requested in your letter, we
acknowledge the following:

?	that the Company is responsible for the adequacy and
accuracy of the disclosure in the documents filed by
the Company with the SEC;

?	that comments from the SEC's staff or changes to the
Company's disclosure in response to those comments do
not foreclose the SEC from taking any action with
respect to the document filed with the SEC; and

?	that the Company may not assert comments by the SEC
staff as a defense in any proceedings initiated by the
SEC or any person under Federal Securities Laws of the
United States.

	If you have any questions or comments with respect to our
responses in this letter, please contact the writer at (416)
979-4825.

	Copies of this letter and your letter dated August 14,
2005 are being provided to the Chair of the Company's Audit
and Conduct Review Committee and to our external auditors,
Deloitte & Touche LLP.

Yours very truly,

Eric Weinheimer
Assistant Vice-President, Law
ERW:dj

cc:	Donald A. Stewart, Chief Executive Officer
		Paul W. Derksen, Executive Vice-President & Chief
Financial Officer
		Thomas A. Bogart. Executive Vice President & Chief Legal
Officer
		Nigel I. Hodges, Vice President & Controller

7

Sun Life Financial Inc.
is a member of the Sun Life Financial group of
companies.

www.sunlife.com

Sun Life  Financial Inc.
is a member of the Sun Life Financial group of companies.

www.sunlife.com

FooterCopy

www.sunlife.com
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