Manulife Securities Investment Services Inc. and Wellington West Financial Services Inc.

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and certain individuals under an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Instrument 33-109 Registration Information and Companion Policy 33-109CP.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

November 7, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MANULIFE SECURITIES INVESTMENT

SERVICES INC.

(the Filer)

AND

IN THE MATTER OF

WELLINGTON WEST FINANCIAL SERVICES INC.

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision of the principal regulator under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for exemptions from the following requirements pursuant to section 7.1 of National Instrument 33-109 -- Registration Information (NI 33-109) to accommodate the bulk transfer of the business locations of Wellington West Financial Services Inc. (Wellington), and certain individuals associated with each business location on the National Registration Database (NRD) in respect of Wellington's registration as a mutual fund dealer, from Wellington to the Filer (the Bulk Transfer) in accordance with section 3.4 of Companion Policy 33-109CP (the Exemptions Sought):

1. the requirement to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of NI 33-109;

2. the requirement to submit a registration application or a reinstatement notice for each individual seeking be a registered individual under section 2.2 or 2.3 of NI 33-109; and

3. the requirement to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of NI 33-109.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in the provinces of Alberta, British Columbia, Manitoba and Saskatchewan (with Ontario, the Provinces).

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a wholly-owned subsidiary of The Manufacturers Life Insurance Company (Manulife). The Filer provides clients with a comprehensive suite of investment products and services designed to address a wide range of financial needs.

2. The Filer is registered as a mutual fund dealer in all of the provinces of Canada, the Northwest Territories and Yukon Territory, and is a member of the Mutual Fund Dealers Association of Canada (the MFDA).

3. Manulife is a corporation incorporated under the Insurance Companies Act (Canada). The head office of Manulife is located at 200 Bloor Street East, Toronto, ON M4W 1E5. Manulife is a Canadian life insurance company and a wholly owned subsidiary of Manulife Financial Corporation, a publicly traded life insurance company.

4. Neither the Filer nor Manulife is in default of the securities legislation in any province or territory of Canada.

5. Neither the Filer nor Manulife is a reporting issuer in any province or territory of Canada.

The Transaction

6. National Bank Financial & Co. Inc. sold all of the issued and outstanding common shares of Wellington West Financial Services Inc. (Wellington) to Manulife (the Acquisition).

7. The Acquisition was completed on October 26, 2012.

8. By virtue of the Acquisition, Manulife became the sole shareholder of all of the issued and outstanding shares of Wellington.

9. Prior to the Combination (described below), Wellington was a corporation continued under the Canada Business Corporations Act. Wellington was registered as a mutual fund dealer in the Provinces and was a member of the MFDA. Wellington had a network of advisors who provided clients with strategies for financial, estate, business succession, tax and philanthropic planning.

10. On November 1, 2012, Manulife carried out a corporate reorganization to combine the Filer and Wellington by way of a horizontal amalgamation (the Combination).

11. The Filer has continued as the surviving company of the Combination and therefore Wellington has ceased to exist as a separate legal entity and no longer requires registration as a mutual fund dealer in the Provinces.

12. The business locations of Wellington and substantially all of Wellington's registered individuals who are dealing representatives were assumed by the Filer as a result of the Combination.

13. As a result of the Combination, the business and operations of the Filer consist of the combined business and operations of the Filer and Wellington.

14. The business and operations of Wellington prior to the completion of the Combination are now carried on by the Filer as a result of the Combination, in substantially the same manner and with substantially the same registered individuals that are dealing representatives.

15. It is not anticipated that there will be any disruption in the ability of the Filer to trade on behalf of its clients (including the former clients of Wellington) following the Bulk Transfer.

16. The Bulk Transfer will facilitate the transfer of Wellington's business locations, and the transfer of certain individuals associated with such business locations in respect of Wellington's registration as a mutual fund dealer, from Wellington to the Filer.

17. Given the significant number of business locations and registered individuals who are dealing representatives of Wellington, it would be difficult to transfer each business location and individual to the Filer in accordance with the requirements of NI 33-109 if the Exemptions Sought are not granted.

18. The Exemptions Sought will not be contrary to the public interest and will have no negative consequences on the ability of the Filer to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Filer (including the former clients of Wellington).

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemptions Sought are granted provided that the Filer makes acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and makes such payment in advance of the Bulk Transfer.