NP 11-203 – credit support issuer will not satisfy conditions of exemption in section 13.4 of NI 51-102 – credit support issuer will have securities outstanding that are not designated credit support securities – credit support issuer exempt from certain continuous disclosure, certification, and insider reporting requirements under the Legislation, subject to conditions – issuers will not be able to rely on resale exemption in subsection 2.6(3) of NI 45-102 because a winding-up is not an amalgamation or a merger – issuers exempt from prospectus requirement subject to conditions – in Ontario, issuers will not become reporting issuers, following a reorganization that includes a winding-up, under the definition of reporting issuer in the Legislation because a winding-up is not an amalgamation or a merger – issuers designated reporting issuers in Ontario subject to conditions

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S-5, as amended, ss. 1(11)(b), 53, 74(1), 121(2)(a)(ii) and Part XXI.

National Instrument 45-102 Resale of Securities, ss. 2.6 and 2.9.

National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4.

Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, ss.4.4 and 4.5.

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.1 and 6.1.

DATED: September 26, 2008

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 FINANCIAL CORPORATION (MFC), JOHN HANCOCK FINANCIAL SERVICES, INC. (JHFS),

JOHN HANCOCK CANADIAN CORPORATION (JHCC)

AND THE MANUFACTURERS INVESTMENT CORPORATION (MIC)

(MFC, JHFS and MIC collectively, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief:

pursuant to section 1(11)(b) of the Legislation, such that JHFS be designated a reporting issuer (the JHFS Reporting Issuer Designation) in the Jurisdiction immediately upon the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up (as defined below);
pursuant to section 1(11)(b) of the Legislation, such that MIC be designated a reporting issuer (the MIC Reporting Issuer Designation) in the Jurisdiction immediately upon completion of the MIC Merger (as defined below);
pursuant to section 74(1) of the Legislation, from the requirement that JHFS file a preliminary prospectus and a prospectus (the JHFS Prospectus Exemption) in respect of the first trade in JHFS Notes (as defined below) following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up;
pursuant to section 74(1) of the Legislation, from the requirement that MIC file a preliminary prospectus and a prospectus (the MIC Prospectus Exemption) in respect of the first trade in MIC Notes (as defined below) following the MIC Merger;
pursuant to section 13.1 of National Instrument 51-102 — Continuous Disclosure Obligations (NI 51-102), exempting JHFS (the JHFS Continuous Disclosure Exemption) from all of the requirements of NI 51-102 following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up;
pursuant to section 121(2)(a)(ii) of the Legislation exempting insiders (as defined in section 1(1) of the Legislation) of JHFS (the JHFS Insider Reporting Exemption) in respect of securities of JHFS from the requirements of sections 107, 108 and 109 of the Legislation following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up;
pursuant to section 6.1 of National Instrument 55-102 — System for Electronic Disclosure by Insiders (SEDI) (NI 55-102) exempting insiders (as defined in section 1(1) of the Legislation) of JHFS (the JHFS Insider Profile Exemption) in respect of securities of JHFS from the requirements of section 2.1 of NI 55-102 following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up;
pursuant to section 4.5 of Multilateral Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), exempting JHFS (the JHFS Certification Exemption) from the requirements to file (i) annual certificates (as defined in MI 52-109) under section 2.1 of MI 52-109, and (ii) interim certificates (as defined in MI 52-109) under section 3.1 of MI 52-109, following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up; and
pursuant to section 5.4 of National Policy 11-203 — Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203) such that the application for this decision and this decision be kept confidential (the Request for Confidentiality);

(collectively, the Requested Relief).

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 Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 — Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (the Passport Jurisdictions) in respect of all of the Requested Relief except for (i) the JHFS Reporting Issuer Designation and the MIC Reporting Issuer Designation, which are only sought in the Jurisdiction, and (ii) the JHFS Continuous Disclosure Exemption, the JHFS Insider Reporting Exemption and the JHFS Insider Profile Exemption, which are sought in all of the Passport Jurisdictions except for the Northwest Territories and Nunavut.

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 Filers:

The head offices of MFC, JHFS, JHCC and MIC are located in Toronto, Ontario, Boston, Massachusetts, Halifax, Nova Scotia and Bloomfield Hills, Michigan, respectively.
Section 3.6 of NP 11-203 provides that for any application under NP 11-203, the principal regulator is identified in the same manner as in sections 4.1 to 4.5 of MI 11-102. Section 4.2(b) and 4.3(a) of MI 11-102 provide that the principal regulator for an application for an exemption is the securities regulatory authority or regulator of the jurisdiction in which the person or company’s head office is located or the jurisdiction in which the head office of the reporting issuer is located. Section 4.4 of MI 11-102 further provides that if the jurisdiction identified under section 4.2 or 4.3, as applicable, is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which the reporting issuer, person, or company has the most significant connection. In addition, section 4.5(2) of MI 11-102 provides that if at any one time a person or company is seeking more than one exemption and not all of the exemptions are needed in the jurisdiction of the principal regulator as determined under section 4.2, 4.3 or 4.4 of MI 11-102, the person or company may make the application to the securities regulatory authority or regulator in the specified jurisdiction in which the person or company is seeking all of the exemptions and with which the reporting issuer, person or company has the most significant connection.
In accordance with paragraph 3.6(3)(b) of NP 11-203, the principal regulator for MFC is the Ontario Securities Commission because MFC’s head office is located in Ontario. In accordance with paragraph 3.6(6)(c) of NP 11-203, the principal regulator for JHFS and MIC is the Ontario Securities Commission because the location of JHFS’ and MIC’s head offices are not located in a specified jurisdiction (Massachusetts and Michigan, respectively) and the regulator of the specified jurisdiction with which JHFS and MIC have the most significant connection is the Ontario Securities Commission. In accordance with paragraph 3.6(8)(a) of NP 11-203, the principal regulator for JHCC, in connection with the Requested Relief, is the Ontario Securities Commission because the Filers are seeking all of the Requested Relief only in Ontario.
MFC was incorporated under the Insurance Companies Act (Canada) on April 26, 1999. On September 23, 1999, in connection with the demutualization of The Manufacturers Life Insurance Company (MLI), MFC became the sole shareholder of MLI and certain holders of participating life insurance policies of MLI became shareholders of MFC. On September 24, 1999, MFC filed a final prospectus in connection with an initial treasury and secondary offering conducted in Canada and the United States. On April 28, 2004, MFC completed a merger (the Merger) with JHFS and as a result MFC became the beneficial owner of all of the issued and outstanding shares of JHFS common stock. MFC is a publicly traded company on the Toronto Stock Exchange, the New York Stock Exchange (the NYSE), the Stock Exchange of Hong Kong Limited and the Philippine Stock Exchange. MFC is a reporting issuer or the equivalent in each of the provinces and territories of Canada. MFC is not, to its knowledge, in default of its reporting issuer obligations under the Legislation or the securities legislation of the Passport Jurisdictions.
JHFS was incorporated under the Delaware General Corporation Law on August 26, 1999 to become the holding company for John Hancock Mutual Life Insurance Company (John Hancock Mutual). Effective February 1, 2000, John Hancock Mutual adopted a plan of reorganization and converted from a mutual life insurance company to a stock life insurance company and became a wholly‑owned subsidiary of JHFS. Also, on February 1, 2000, JHFS completed an initial public offering of its common stock in the United States. On December 6, 2001, JHFS issued US$500 million in 5.625% senior notes maturing on December 1, 2008 in the United States (the JHFS US Dollar Notes) pursuant to a U.S. shelf registration statement. The JHFS US Dollar Notes were offered in the United States and not in Canada. To the knowledge of the Filers, the number of Canadian resident beneficial holders of the JHFS US Dollar Notes is not significant. JHFS was a publicly traded company listed on the NYSE until the completion of the Merger, when MFC became the beneficial owner of all of the outstanding shares of common stock of JHFS and JHFS common stock ceased to be listed on the NYSE. JHFS is not subject to reporting obligations in the United States under the United States Securities Exchange Act of 1934, as amended (the Exchange Act). JHFS is not a reporting issuer or the equivalent in any of the provinces or territories of Canada.
JHCC was incorporated as an unlimited liability company under the Companies Act (Nova Scotia) on March 27, 2001 as an indirect wholly-owned subsidiary of JHFS. JHCC’s sole function has been in relation to the issuance of securities. It has no operations that are independent of JHFS or its subsidiaries, it offers no products or services, it owns no properties and it has no employees. Following the Merger, JHCC became an indirect wholly-owned subsidiary of MFC. The financial results of JHCC have been, since the date of the Merger, included in the consolidated financial results of MFC. JHCC’s original primary business was to access Canadian capital markets to raise funds on behalf of the Canadian subsidiary companies of JHFS. JHCC is a reporting issuer or the equivalent in each of the provinces of Canada. JHCC is not, to its knowledge, in default of its reporting issuer obligations under the Legislation or the securities legislation of the Passport Jurisdictions.
The only securities that JHCC has outstanding are common shares held by John Hancock Canadian LLC (JHC(LLC)), a wholly-owned subsidiary of JHFS and an indirect wholly‑owned subsidiary of MFC, and two tranches of notes: $220 million of 6.672% non-convertible senior unsecured notes payable May 31, 2011 (the 6.672% Notes) and $175 million of 6.496% non-convertible senior unsecured notes payable November 30, 2011 (the 6.496% Notes, and with the 6.672% Notes, the JHCC Notes).
The 6.672% Notes were issued under the terms of the amended and restated trust indenture (the 6.672% Indenture) dated April 26, 2001, as amended and restated on October 16, 2001, between JHCC and Computershare Trust Company of Canada (the Trustee). The 6.496% Notes were issued under the terms of the trust indenture (the 6.496% Indenture) dated October 16, 2001 between JHCC and the Trustee. No further external offerings of securities by JHCC are contemplated.
JHFS has unconditionally and irrevocably guaranteed JHCC’s payment obligations under the JHCC Notes pursuant to a separate guarantee in respect of each tranche of JHCC Notes (the JHFS Guarantees). MFC, as parent company to JHFS and JHCC, has supplemented the JHFS Guarantees by providing full and unconditional subordinated guarantees dated as of June 30, 2005 of JHCC’s payment obligations in respect of each tranche of JHCC Notes (the MFC-JHCC Guarantees).
MIC was incorporated in Michigan on October 13, 1995 and is an indirect wholly-owned subsidiary of MFC. MIC is the holding company for certain subsidiaries of MFC that carry on life insurance and wealth management business in the United States. MIC is not subject to reporting obligations in the United States under the Exchange Act. MIC is not a reporting issuer or the equivalent in any of the provinces or territories of Canada.
In connection with the offering of the JHCC Notes, JHCC and JHFS applied for and received exemptive relief from certain continuous disclosure obligations. The Nova Scotia Securities Commissionwas the principal regulator in respect of previous exemptive relief applications made by JHCC and JHFS for which mutual reliance review system decision documents were issued on September 17, 2001 and March 21, 2001 (the NSSC Prior Decision Documents).
The NSSC Prior Decision Documents relieved JHCC from the requirements of provincial securities legislation to prepare and file with securities regulators and to deliver to holders of the JHCC Notes (Noteholders) certain public disclosure documents regarding JHCC, provided that, among other things, certain continuous disclosure materials filed by JHFS with the United States Securities and Exchange Commission (SEC) would be filed with provincial securities regulators and certain of such documents would be provided to Noteholders.
When JHFS ceased having reporting obligations under the Exchange Act in June 2005, JHCC was no longer able to file with provincial securities regulators and provide Noteholders with JHFS disclosure documents filed with the SEC. MFC, as the parent company to JHFS and JHCC, supplemented the JHFS Guarantees by providing the MFC-JHCC Guarantees. MFC became the relevant source of credit support for the JHCC Notes. A mutual reliance review system decision document issued on July 20, 2005 (the July 2005 Decision Document) provided JHCC with relief from certain continuous disclosure requirements of provincial securities legislation and from the MI 52-109 certification requirements. The NSSC Prior Decision Documents were superseded by the July 2005 Decision Document.
MFC is undertaking a reorganization of certain of its U.S. subsidiaries. There are a number of reasons for the reorganization, including to support the company’s capital structure, simplify financial reporting, improve efficiencies and better position MFC for future growth. The reorganization is expected to be completed by the end of 2008. The key steps in the reorganization transactions are the JHCC Wind-Up, which is proposed to be commenced on or about October 16, 2008, pursuant to which (a) all of the assets of JHCC will be conveyed to JHFS, (b) all of the liabilities of JHCC, including its obligations under the JHCC Notes, will be assumed by and become obligations of JHFS, and (c) JHCC will be dissolved under Nova Scotia law and cease to exist; and the MIC Merger, which is proposed to take place on or about December 31, 2008, pursuant to which (a) JHFS will merge with MIC under Michigan law, with MIC continuing as the surviving entity, and (b) by operation of law (i) all of the assets of JHFS will become assets of MIC, and (ii) all of the liabilities of JHFS, including its obligations under the JHFS Notes, will become obligations of MIC.
It is intended that JHC(LLC) be wound-up into its parent company, JHFS, prior to the JHCC Wind-Up. Shortly thereafter, it is intended that JHCC be wound-up into JHFS, which following the wind-up of JHC(LLC), will be JHCC’s immediate parent company.
The JHCC Wind-Up will be commenced on or about October 16, 2008 pursuant to the requirements of Nova Scotia law. In connection with the JHCC Wind-Up, all of JHCC’s assets will be conveyed to JHFS and all of JHCC’s liabilities, including its obligations under the JHCC Notes, will be assumed by and become obligations of JHFS. All necessary steps required under Nova Scotia law will be taken to ensure that JHCC will cease to exist upon completion of the JHCC Wind-Up.
On the assumption by JHFS of JHCC’s obligations under the JHCC Notes, and the release of JHCC from its obligations, and the dissolution of JHCC under Nova Scotia law the JHCC Notes will become obligations of JHFS and JHCC will have no further liability or obligations to Noteholders. The JHCC Wind-Up will therefore result in Noteholders holding debt securities of JHFS (JHFS Notes).
Upon the assumption of all the liabilities of JHCC by JHFS pursuant to the JHCC Wind-Up, the JHFS Guarantees will cease to have effect since JHFS will be the primary obligor of the JHFS Notes. However, MFC, as the indirect parent company of JHFS, will replace the MFC-JHCC Guarantees with full and unconditional guarantees of the payments to be made by JHFS under the JHFS Notes (the MFC-JHFS Guarantees). As a consequence, Noteholders will continue to be able to look to MFC to pay amounts due and owing under the JHFS Notes under which JHFS is obligated (as they were when they were JHCC Notes under which JHCC was obligated). MFC will be the relevant source of credit support for the JHFS Notes.
The MFC-JHFS Guarantees will be substantially similar to the MFC-JHCC Guarantees. As with the MFC-JHCC Guarantees, the MFC-JHFS Guarantees will include a covenant of MFC to furnish to the Trustee and Noteholders MFC’s audited annual financial statements including management’s discussion and analysis (MD&A) thereon and MFC’s unaudited interim financial statements including MD&A thereon.
In connection with the MFC-JHFS Guarantees, MFC will issue and file a press release on SEDAR which will describe the nature of the MFC-JHFS Guarantees and related matters.
As is presently the case with respect to the MFC-JHCC Guarantees, Noteholders will be able to assess the strength of the MFC-JHFS Guarantees by reviewing information prepared and filed by MFC as a reporting issuer, or the equivalent, in each of the provinces and territories of Canada.
On or about December 31, 2008, JHFS will merge with MIC pursuant to a transaction to be effected under Michigan law with MIC continuing as the surviving entity. Pursuant to the MIC Merger, by operation of law, all of the assets of JHFS will become assets of MIC and all of the liabilities of JHFS, including its obligations under the JHFS Notes, will become obligations of MIC. The MIC Merger will therefore result in Noteholders holding debt securities of MIC (MIC Notes).
MFC will replace the MFC-JHFS Guarantees with full and unconditional guarantees of the payments to be made by MIC under the MIC Notes (the MFC-MIC Guarantees). As a consequence, Noteholders will continue to be able to look to MFC to pay amounts due and owing under the MIC Notes under which MIC is obligated (as they were when they were JHCC Notes under which JHCC was obligated and the JHFS Notes under which JHFS was obligated). MFC will be the relevant source of credit support for the MIC Notes.
The MFC-MIC Guarantees will be substantially similar to the MFC-JHCC Guarantees and the MFC-JHFS Guarantees. As with the MFC-JHCC Guarantees and the MFC-JHFS Guarantees, the MFC-MIC Guarantees will include a covenant of MFC to furnish to the Trustee and Noteholders MFC’s audited annual financial statements including MD&A thereon and MFC’s unaudited interim financial statements including MD&A thereon.
In connection with the MFC-MIC Guarantees, MFC will issue and file a press release on SEDAR which will describe the nature of the MFC-MIC Guarantees and related matters.
As is presently the case with respect to the MFC-JHCC Guarantees, Noteholders will be able to assess the strength of the MFC-MIC Guarantees by reviewing information prepared and filed by MFC as a reporting issuer, or the equivalent, in each of the provinces and territories of Canada.
In accordance with the terms of the 6.672% Indenture, Noteholder approval will be sought for an extraordinary resolution to modify the 6.672% Indenture by way of supplemental indenture to permit the JHCC Wind-Up and the MIC Merger and for amendments to the 6.672% Indenture to provide for, among other changes, a succession right provision whereby a successor entity within the MFC group of companies could assume the obligations under the JHFS Notes or the MIC Notes without the need for further approval of Noteholders, subject to certain conditions being satisfied. The same approval will be sought from holders of the 6.496% Notes in accordance with the terms of the 6.496% Indenture. In connection with pursuing these approvals from Noteholders, a consent solicitation statement will be sent to Noteholders. To be effective, each extraordinary resolution must be passed by the favourable votes of the holders of not less than 662/3% of the aggregate principal amount of the outstanding 6.672% Notes or 6.496% Notes, as the case may be, represented and voted at the applicable Noteholders’ meeting or any adjournment thereof.
The Filers are requesting that the Principal Regulator grant the JHFS Reporting Issuer Designation because it is uncertain whether the assumption by JHFS of JHCC’s obligations under the JHCC Notes pursuant to the JHCC Wind-Up constitutes an exchange of securities in connection with an amalgamation, arrangement or statutory procedure or merger where one of the amalgamating or merged companies or the continuing company has been a reporting issuer for at least 12 months as set out in section 1(1)(e) of the Legislation. The types of transactions listed in section 1(1)(e) of the Legislation do not expressly include a wind-up or a reorganization, and it is uncertain whether the JHCC Wind-Up constitutes a merger.
The Filers are requesting that the Principal Regulator grant the MIC Reporting Issuer Designation because it is uncertain whether the first step of the reorganization described above, the assumption by JHFS of JHCC’s obligations under the JHCC Notes pursuant to the JHCC Wind-Up, constitutes an exchange of securities in connection with an amalgamation, arrangement or statutory procedure or merger where one of the amalgamating or merged companies or the continuing company has been a reporting issuer for at least 12 months as set out in section 1(1)(e) of the Legislation. Consequently it is uncertain whether the MIC Merger constitutes an exchange of securities in connection with a merger where one of the merged companies has been a reporting issuer for at least 12 months as set out in section 1(1)(e) of the Legislation.
The JHCC Wind-Up, resulting in Noteholders holding JHFS Notes, will include trades in securities to be made in reliance on the exemption in section 2.11 of National Instrument 45-106 — Prospectus and Registration Exemptions (NI 45-106). A first trade of JHFS Notes acquired in reliance on the exemption in section 2.11 of NI 45-106 is a distribution unless the conditions in section 2.6(3) of National Instrument 45-102 — Resale of Securities (NI 45-102) are satisfied. JHFS will not satisfy the condition in section 2.6(3)1 of NI 45-102 that the issuer has been a reporting issuer in a jurisdiction in Canada for the four months immediately preceding the trade. Although section 2.9(1) of NI 45-102 sets forth circumstances in which an issuer may count the time another party to the transaction has been a reporting issuer when determining how long the issuer has been a reporting issuer, the types of transactions listed in section 2.9(1) of NI 45-102 do not expressly include a wind-up or a reorganization.
The Filers are requesting that the Principal Regulator grant the MIC Prospectus Exemption because it is uncertain whether MIC will satisfy the condition in section 2.6(3)1 of NI 45-102 that the issuer has been a reporting issuer in a jurisdiction in Canada for the four months immediately preceding the trade. Although section 2.9(1) of NI 45-102 permits an issuer to count the time another party to the transaction has been a reporting issuer in determining how long the issuer has been a reporting issuer, the types of transactions listed in section 2.9(1) of NI 45-102 do not expressly include a wind-up or a reorganization, and it is uncertain whether the first step of the reorganization described in the Application, the JHCC Wind-Up, constitutes a merger.
Upon completion of the JHCC Wind-Up, JHFS will satisfy all of the requirements of the exemption from continuous disclosure obligations available for credit support issuers under section 13.4 of NI 51-102 and section 4.4 of MI 52-109, save that the JHFS US Dollar Notes are not one of the permitted types of outstanding securities for a credit support issuer under section 13.4(2)(c) of NI 51-102.
Following the JHCC Wind-Up, MFC will continue to meet the disclosure requirements of Rule 3-10(d) of Regulation S-X under U.S. federal securities law by including condensed consolidating financial information regarding JHFS in a note to MFC’s financial statements and prepare that note to its financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP), as permitted under National Instrument 52-107 — Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107), thereby complying with section 13.4(2)(g)(ii) of NI 51-102.
Following the MIC Merger, MFC will continue to meet the disclosure requirements of Rule 3-10(d) of Regulation S-X under U.S. federal securities law by including condensed consolidating financial information regarding MIC in a note to MFC’s financial statements and prepare that note to its financial statements in accordance with U.S. GAAP, as permitted under NI 52-107, thereby complying with section 13.4(2)(g)(ii) of NI 51-102.

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 JHFS Reporting Issuer Designation is granted provided that:

(a) before the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS, the Noteholders approve the extraordinary resolutions to modify the Indentures to permit the JHCC Wind-Up and the MIC Merger in accordance with representation 27, above.

The further decision of the Principal Regulator under the Legislation is that the MIC Reporting Issuer Designation is granted provided that:

(b) the JHCC Wind-Up has been completed, including JHCC has ceased to exist under Nova Scotia law.

The further decision of the Principal Regulator under the Legislation is that the JHFS Prospectus Exemption is granted provided that:

(b) in respect of the first trade in JHFS Notes following the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up, JHFS satisfies all of the conditions set out in section 2.6(3) of NI 45-102, except that JHFS has not been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade as otherwise required under paragraph 1 of subsection 2.6(3) of NI 45-102; and

(c) such JHFS Prospectus Exemption will cease to apply on the earlier of: (i) the date that is four months and one day after the conveyance of all of the assets of JHCC to, and the assumption of all the liabilities of JHCC by, JHFS pursuant to the JHCC Wind-Up; and (ii) the completion of the MIC Merger.

The further decision of the Principal Regulator under the Legislation is that the MIC Prospectus Exemption is granted provided that:

(b) the JHCC Wind-Up has been completed, including JHCC has ceased to exist under Nova Scotia law;

(c) in respect of the first trade in MIC Notes following the MIC Merger, MIC satisfies all of the conditions set out in section 2.6(3) of NI 45-102, except that MIC has not been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade as otherwise required under paragraph 1 of subsection 2.6(3) of NI 45-102; and

(d) such MIC Prospectus Exemption will cease to apply on the date that is four months and one day after the completion of the MIC Merger.

The further decision of the Principal Regulator under the Legislation is that the JHFS Insider Reporting Exemption is granted provided that:

(b) JHFS satisfies all of the conditions in subsection 13.4(3) of NI 51-102, except the condition in paragraph 13.4(2)(c) of NI 51-102 but only insofar as JHFS has the JHFS US Dollar Notes outstanding; and

(c) such JHFS Insider Reporting Exemption will cease to apply on December 1, 2008, the date the JHFS US Dollar Notes mature.

The further decision of the Principal Regulator under the Legislation is that the Request for Confidentiality in respect of the JHFS Reporting Issuer Designation, the MIC Reporting Issuer Designation, the JHFS Prospectus Exemption, the MIC Prospectus Exemption and the JHFS Insider Reporting Exemption is granted until the earlier of:

(a) the date that MFC, JHFS and JHCC jointly issue a press release, and that press release is filed, announcing that consent is being sought from Noteholders for extraordinary resolutions to modify the Indentures to permit the JHCC Wind-Up and MIC Merger in accordance with representation 27, above; and

(b) November 30, 2008.

“James E. Turner” “ Lawrence E. Ritchie”

____________________________ _____________________________

Commissioner Commissioner

The decision of the Principal Regulator under the Legislation is that the JHFS Continuous Disclosure Exemption is granted provided that:

(b) JHFS satisfies all of the conditions in section 13.4(2) of NI 51-102, except the condition in paragraph 13.4(2)(c) of NI 51-102 but only insofar as JHFS has the JHFS US Dollar Notes outstanding; and

(c) such JHFS Continuous Disclosure Exemption will cease to apply on December 1, 2008, the date the JHFS US Dollar Notes mature.

The further decision of the Principal Regulator under the Legislation is that the JHFS Insider Profile Exemption is granted provided that:

(c) such JHFS Insider Profile Exemption will cease to apply on December 1, 2008, the date the JHFS US Dollar Notes mature.

The further decision of the Principal Regulator under the Legislation is that the JHFS Certification Exemption is granted provided that:

(b) JHFS satisfies all of the conditions in section 4.4 of MI 52-109, except the condition in paragraph 13.4(2)(c) of NI 51-102 but only insofar as JHFS has the JHFS US Dollar Notes outstanding; and

The further decision of the Principal Regulator under the Legislation is that the Request for Confidentiality in respect of the JHFS Continuous Disclosure Exemption, the JHFS Insider Profile Exemption and the JHFS Certification Exemption is granted until the earlier of:

(b) November 30, 2008.

“Lisa Enright”

___________________________________

Lisa Enright, Manager Corporate Finance

Manulife Financial Corporation (Re), 2008 CanLII 53873

Case Summary