SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 98145W109

1		NAME OF REPORTING PERSON
		Manulife Financial Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a) ¨
								(b) ¨
		N/A
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Canada
				5		SOLE VOTING POWER
						-0-
Number of				6		SHARED VOTING POWER
Shares
Beneficially						-0-
Owned by
		Each		7		SOLE DISPOSITIVE POWER
Reporting
Person						-0-
		With
				8		SHARED DISPOSITIVE POWER
						-0-
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		None, except through its indirect, wholly-owned subsidiary, Elliott & Page Limited
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		See line 9 above.
12		TYPE OF REPORTING PERSON*
		HC

*SEE INSTRUCTIONS PAGE 2 OF 7 PAGES

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CUSIP No. 98145W109

1		NAME OF REPORTING PERSON
		Elliott & Page Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a) ¨
								(b) ¨
		N/A
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Ontario
				5		SOLE VOTING POWER
						6,007,766
Number of				6		SHARED VOTING POWER
Shares
Beneficially						-0-
Owned by
		Each		7		SOLE DISPOSITIVE POWER
Reporting
Person						6,007,766
		With
				8		SHARED DISPOSITIVE POWER
						-0-
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,007,766
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		7.08%
12		TYPE OF REPORTING PERSON*
		FI

*SEE INSTRUCTIONS PAGE 3 OF 7 PAGES

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Item 1(a)		Name of Issuer:
		World Energy Solutions, Inc.
Item 1(b)		Address of Issuer's Principal Executive Offices:
		446 Main Street
		Worcester, Massachusetts 01608
Item 2(a)		Name of Person Filing:
		This filing is made on behalf of Manulife Financial Corporation (“MFC”) and MFC’s
		indirect, wholly-owned subsidiary, Elliott & Page Limited (“E&P”).
Item 2(b)		Address of Principal Business Office:
		The principal business offices of MFC and E&P are located at 200 Bloor Street East, Toronto,
		Ontario, Canada, M4W 1E5.
Item 2(c)		Citizenship:
		MFC is organized and exists under the laws of Canada.
		E&P is organized and exists under the laws of Ontario.
Item 2(d)		Title of Class of Securities:
		Common Stock
Item 2(e)		CUSIP Number:
		98145W109
Item 3		If this statement is being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
		check whether the person filing is a:
		MFC:		(g) (X)		a parent holding company in accordance with
						§240.13d-1(b)(1)(ii)(G).
		E&P:		(j) (X)		a non-U.S. institution in accordance with
						§240.13d-1(b)(1)(ii)(J).
Item 4		Ownership:
		(a)          Amount Beneficially Owned: E&P has beneficial ownership of 6,007,766 shares of
		Common Stock. Through its parent-subsidiary relationship to E&P, MFC may be
		deemed to have beneficial ownership of these same shares.

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		(b)		Percent of Class: Of the 84,814,728 shares outstanding as of November 1, 2008,
				according to the issuer's Quarterly Report on Form 10-Q for the period ended September
				30, 2008, E&P held 7.08%.
		(c)		Number of shares as to which the person has:
				(i)		sole power to vote or to direct the vote:
						E&P has sole power to vote or to direct the voting of the shares of Common
						Stock it beneficially owns.
				(ii)		shared power to vote or to direct the vote: -0-
				(iii)		sole power to dispose or to direct the disposition of:
						E&P has sole power to dispose or to direct the disposition of the shares of
						Common Stock it beneficially owns.
				(iv)		shared power to dispose or to direct the disposition of: -0-
Item 5		Ownership of Five Percent or Less of a Class:
		Not applicable.
Item 6		Ownership of More than Five Percent on Behalf of Another Person:
		Not applicable.
Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being
		Reported on by the Parent Holding Company:
		See Items 3 and 4 above.
Item 8		Identification and Classification of Members of the Group:
		Not applicable.
Item 9		Notice of Dissolution of Group:
		Not applicable.
Item 10		Certification:
		By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the
		securities referred to above were acquired and are held in the ordinary course of business and
		were not acquired and are not held for the purpose of or with the effect of changing or
		influencing the control of the issuer of the securities and were not acquired and are not held in
		connection with or as a participant in any transaction having that purpose or effect, and (ii) the
		foreign regulatory scheme applicable to E&P is substantially comparable to the regulatory
		scheme applicable to the functionally equivalent U.S. institutions. The undersigned also
		undertakes to furnish to the Commission staff, upon request, information that would otherwise
		be disclosed in a Schedule 13D.

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SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

		Manulife Financial Corporation
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 10, 2009		Title:		Attorney in Fact*
		Elliott & Page Limited
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 10, 2009		Title:		Associate General Counsel and Assistant Secretary

* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.

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EXHIBIT A

JOINT FILING AGREEMENT

     Manulife Financial Corporation and Elliott & Page Limited agree that the Schedule 13G (Amendment No. 2) to which this Agreement is attached, relating to the Common Stock of World Energy Solutions, Inc., is filed on behalf of each of them.

		Manulife Financial Corporation
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 10, 2009		Title:		Attorney in Fact*
		Elliott & Page Limited
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 10, 2009		Title:		Associate General Counsel and Assistant Secretary

* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.

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