Wellington Management Company, LLP - s. 7.1(1) of MI 33-109

Decision

Headnote

Application pursuant to section 7.1 of MI 33-109 that the Applicant be relieved from the Form 33-109F requirements in respect of certain of its nominal officers. The exempted officers are without significant authority over any part of the Applicant's operations and have no connection with its Ontario operation. The Applicant is still required to submit 33-109 F4's on behalf of its directing minds, who are certain "Executive Officers" and its Registered Individuals which are those officers involved in the Ontario business activities.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.

Rules Cited

Multilateral Instrument 33-109 -- Registration Information.

April 20, 2006

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

AND

IN THE MATTER OF

THE WELLINGTON MANAGEMENT

COMPANY, LLP

 

DECISION

(Subsection 7.1(1) of

Multilateral Instrument 33-109)

UPON the application (the Application) of Wellington Management Company, LLP (the Applicant) to the Ontario Securities Commission (the Commission) pursuant to section 7.1 of Multilateral Instrument 33-109 -- Registration Information (MI 33-109) for an exemption from the requirement in subsection 2.1(c) and section 3.3 of MI 33-109 that the Applicant submit a completed Form 33-109F4 for all Non-Registered Individuals of the Applicant in connection with the Applicant's registration as non-Canadian adviser in the category of investment counsel and portfolio manager (IC/PM);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Director that:

1. The Applicant is a limited liability partnership formed under the laws of the State of Massachusetts, U.S.A. The head office of the Applicant is located in Boston, Massachusetts, U.S.A.

2. The Applicant is currently registered under the Ontario Securities Act (the Act) as an international adviser in the categories of investment counsel and portfolio manager. The Applicant is also registered as an investment adviser with the United States Securities and Exchange Commission.

3. The Applicant has applied for an amendment of its registration under the Act to change its category of registration to a non-Canadian adviser in the categories of investment counsel and portfolio manager (the Proposed Registration Application).

4. The Applicant provides investment management services to institutional clients on a global basis. The Applicant has approximately 558 officers, of whom 95 are also partners.

5. Less than 1% of the aggregate consolidated gross revenues from advisory activities of the Applicant in any one financial year would be expected to arise from the Applicant acting as an adviser for clients in Ontario.

6. All individuals who intend to act as advisers in Ontario on behalf of the Applicant will seek to become registered as advising officers (the Registered Individuals) in accordance with the registration requirement under section 25(1) of the Act and the requirements of MI 31-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.

7. Pursuant to MI 33-109, an IC/PM is required to submit, in accordance with Multilateral Instrument 31-102 -- National Registration Database (MI 31-102), a completed Form 33-109F4 for each non-registered individual of the Applicant, including all partners and officers who have not applied to become registered individuals of the Applicant under subsection 2.2(1) of MI 33-109.

8. Other than the Executive Officers (as defined below), the Applicant's remaining 526 officers would not reasonably be considered to be senior officers of the Applicant from a functional point of view. These officers have the title "vice-president" or a similar title but are not in charge of a principal business unit, division or function of the Applicant and, in any event will not be involved or have oversight of, or direction over, the Applicant's advising activities in Ontario (the Nominal Officers). The Applicant considers its Non-Registered Individuals who will be seeking non-advising officer status (the Executive Officers) as the holders of its most senior executive positions and/or members of the Applicant's executive committee and/or are the individuals that are in direct contact with its Canadian clients from a marketing or direct client relationship perspective. There are currently ten Executive Officers, five of whom are partners of the Applicant.

9. The Applicant is a limited liability partnership and as such does not have any directors. The Applicant is managed by an Executive Committee of its partners.

10. The Applicant seeks relief from the requirement to submit Form 33-109F4s for its Nominal Officers. The Applicant proposes to submit Form 33-109F4s on behalf of each of its Executive Officers completed with all the information required for a Non-Registered Individual. The Applicant also proposes to submit a Form 33-109F4 for its designated Chief Compliance Officer and its Ultimately Responsible Person. At present, it is intended that two of the Executive Officers will fill each of the Applicant's Chief Compliance Officer and Ultimately Responsible Person positions.

11. In the absence of the requested relief, s. 2.1(c) of MI 33-109 would require that in conjunction with its Proposed Registration Application, the Applicant submit a completed Form 33-109F4 for each of its more than 526 Nominal Officers, rather than limiting this filing requirement to the much smaller number of Executive Officers. In addition, the Applicant would be required to submit a completed Form 33-109F4 for any additional new Nominal Officer, if the requested exemption is not granted. The information contained in the filed Form 33-109F4s would also need to be monitored on a constant basis to ensure that notices of change were submitted in accordance with the requirements of section 5.1 of MI 33-109.

12. Given the relatively small scope of the Applicant's proposed activities in Ontario and the large number of Nominal Officers, none of whom will have any involvement in the Applicant's Ontario activities, the preparation and filing of Form 33-109F4s on behalf of each Nominal Officer would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant that would effectively preclude the Applicant from undertaking its Proposed Registration Application.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed.

IT IS ORDERED pursuant to section 7.1 of MI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of MI 33-109 and section 3.3 of MI 33-109 to submit a completed Form 33-109F4 for each of its Non-Registered Individuals who are Nominal Officers not involved in its Ontario business, provided that at no time will the Nominal Officers include any Executive Officer or designated Chief Compliance Officer or Ultimately Responsible Person, or other officer who will be involved in, or have oversight of, the Applicant's activities in Ontario in any capacity.

"David M. Gilkes"