Manulife Securities Investment Services Inc./Placements Manuvie Services d’investissement 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 registered individuals in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

December 19, 2023

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./
PLACEMENTS MANUVIE SERVICES D'INVESTISSEMENT INC.
(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for relief from the requirements contained in sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109), pursuant to section 7.1 of NI 33-109, to allow the bulk transfer (the Bulk Transfer) of the securities registration of all of the registered and permitted individuals of the Filer and all of the branches of the Filer (the Business Locations) to Manulife Wealth Inc./ Patrimoine Manuvie Inc. (Amalco), the entity resulting from the Proposed Amalgamation (as defined below) of the Filer and Manulife Securities Incorporated/ Placements Manuvie Incorporée (MSI and together with the Filer, theAmalgamating Firms), expected to occur on or about January 1st, 2024 (the Effective Date), in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

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

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) 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 each of the other provinces of Canada (together with the Jurisdiction, the Jurisdictions).

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:

1. The Filer is a corporation incorporated under the Canada Business Corporations Act (CBCA) and has its head office at 1235 North Service Road West, Suite 500, Oakville, Ontario, L6M 2W2.

2. The Filer is currently registered as a mutual fund dealer and as an exempt market dealer in the Jurisdictions.

3. As of the date hereof, the Filer has a total of 450 registered individuals (440 of which are mutual fund dealing representatives) and permitted individuals registered with the Canadian securities regulators and 34 Business Locations in the Jurisdictions.

4. MSI is a corporation incorporated under the Business Corporations Act (Ontario) and has its head office at 1235 North Service Road West, Suite 500, Oakville, Ontario, L6M 2W2.

5. MSI will be continued into the CBCA shortly before the Proposed Amalgamation.

6. MSI is currently registered as an investment dealer in the Jurisdictions and as a derivatives dealer in Québec. MSI currently has terms and conditions imposed on its registration in British Columbia with respect to its activities in the over-the-counter markets in the United States.

7. Each of the Amalgamating Firms are a member of the Canadian Investment Regulatory Organization (CIRO).

8. Each of the Amalgamating Firms is a wholly-owned subsidiary of The Manufacturers Life Insurance Company (MLI). MLI is a wholly-owned subsidiary of Manulife Financial Corporation.

9. Neither of the Amalgamating Firms are in default of any requirements of the securities legislation in any of the Jurisdictions.

10. It is proposed that the Amalgamating Firms will amalgamate under the requirements of the CBCA (the Proposed Amalgamation), which is scheduled to occur on the Effective Date.

11. It is also expected that MSISI's registration as an EMD will be surrendered concurrent with, or prior to, the completion of the Proposed Amalgamation.

12. Following the completion of the Proposed Amalgamation, MSI will act as the continuing entity under the CBCA and will concurrently change its name to "Manulife Wealth Inc./ Patrimoine Manuvie Inc." on the Effective Date.

13. It is intended that Amalco will maintain MSI's National Registration Database (NRD) number 17820.

14. On September 22, 2023, the Amalgamating Firms provided written notice to staff at the Ontario Securities Commission that they would be amalgamating and applying for Amalco to be registered as both an investment dealer and a mutual fund dealer.

15. A Request for Business Change and a Dual Registration Application (the CIRO Application) under the CIRO Rules was filed with CIRO on September 8th, 2023 with respect to MSI (which will effectively be Amalco) acting as a fully integrated dealer with both investment dealer and mutual fund dealer operations.

16. As of the Effective Date, all of the Filer's registered and permitted individuals and Business Locations will be transferred to Amalco on the NRD by way of Bulk Transfer.

17. Amalco's registration will encompass the registration categories and Jurisdictions of each Amalgamating Firm immediately prior to the Proposed Amalgamation, which will provide the opportunity to seamlessly transfer the registered and permitted individuals and Business Locations on the Effective Date by way of Bulk Transfer.

18. It is expected that the current registered and permitted individuals of MSI will hold the same positions in Amalco immediately after the Proposed Amalgamation.

19. Following the Proposed Amalgamation, Amalco will conduct the same business operations in substantially the same manner and with essentially the same personnel as the Amalgamating Firms.

20. Amalco will have the necessary resources to ensure compliance with all applicable conditions of its registrations under Canadian securities laws.

21. The Bulk Transfer will not be contrary to public interest and will have no negative consequences on the ability of Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Amalgamating Firms.

22. Given the number of registered and permitted individuals and Business Locations to be transferred from the Filer to Amalco on the Effective Date, it would be unduly time consuming and difficult to transfer each of the registered and permitted individuals and Business Locations through the NRD in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted. Moreover, it is important that the transfer of the affected registered and permitted individuals and Business Locations occur on the same date (i.e., the Effective Date), in order to ensure that there is no lapse in registration.

23. In addition, the Exemption Sought:

a. provides the information and satisfies the conditions set out in Section 3.4 of the Companion Policy to NI 33-109 and Appendix D thereto.

b. will provide for an efficient and timely transfer of information and reduce the risk of inadvertent errors caused by a large number of separate transactions and entries on the NRD, thus reducing administrative costs.

24. Subject to obtaining approval of the Exemption Sought, it is not expected that there will be any disruption in the services provided by registered and permitted individuals to clients of the Amalgamating Firms as a result of the Proposed Amalgamation.

25. The clients of the Filer have been contacted and advised of the Proposed Amalgamation.

26. It is anticipated that CIRO will approve the CIRO Application and the Proposed Amalgamation in due course and prior to the anticipated Effective Date.

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 Exemption Sought is 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.

OSC File #: 2023/0464