NOTICE OF SPECIAL MEETINGS AND MANAGEMENT INFORMATION CIRCULAR FOR THE SECURITYHOLDERS OF

Transcription

1 NOTICE OF SPECIAL MEETINGS AND MANAGEMENT INFORMATION CIRCULAR FOR THE SECURITYHOLDERS OF Manulife Canadian Opportunities Balanced Class Manulife Canadian Dividend Growth Class Manulife Preferred Income Class Manulife Canadian Opportunities Class Manulife Canadian Monthly Income Class Manulife Canadian Dividend Income Class Manulife Dividend Income Class Manulife Canadian Stock Class Manulife U.S. Dividend Income Class Manulife Emerging Markets Class Manulife Canadian Focused Class Manulife Dividend Income Private Pool (each a class of Manulife Investment Exchange Funds Corp. and collectively, the Manulife Corporate Classes ) Manulife U.S. Dollar Floating Rate Income Fund Manulife Asia Total Return Bond Fund Manulife Tactical Income Fund Manulife U.S. Fixed Income Private Trust Manulife Short Term Bond Fund Manulife Canadian Corporate Bond Fund Manulife High Yield Bond Fund Manulife Emerging Markets Debt Fund Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife U.S. Tactical Credit Fund Manulife Dividend Income Fund Manulife Canadian Focused Fund Manulife Dollar-Cost Averaging Fund (collectively, the Trust Funds ) (the Manulife Corporate Classes and the Trust Funds, collectively, the Funds and individually, a Fund ) To be held concurrently on Wednesday, April 4, 2018 commencing at 10:00 a.m. (Toronto time) at 200 Bloor Street East, South Tower, North American Life Room, Toronto, Ontario M4W 1E5 March 12, 2018

2 TABLE OF CONTENTS NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS OF THE FUNDS... 4 MANAGEMENT INFORMATION CIRCULAR... 7 Solicitation of Proxies... 7 PURPOSE OF THE MEETINGS... 8 THE PROPOSALS Proposed Changes to Fundamental Investment Objectives Proposed Mergers Reasons for the Proposed Fund Mergers MERGER DETAILS Merger of Manulife U.S. Dividend Income Class into Manulife U.S. Dividend Income Fund Merger of Manulife Tactical Income Fund into Manulife Canadian Monthly Income Class Merger of Manulife U.S. Fixed Income Private Trust into Manulife Global Fixed Income Private Trust Merger of Manulife Money Fund into Manulife Money Market Private Trust Merger of Manulife Short Term Bond Fund into Manulife Money Market Private Trust Merger of Manulife Canadian Corporate Bond Fund into Manulife Canadian Bond Plus Fund Merger of Manulife High Yield Bond Fund into Manulife U.S. Tactical Credit Fund Merger of Manulife Emerging Markets Debt Fund into Manulife Global Tactical Credit Fund Merger of Manulife Emerging Markets Class into Manulife Emerging Markets Fund Merger of Manulife Canadian Opportunities Balanced Class into Manulife Canadian Monthly Income Class Merger of Manulife Canadian Dividend Growth Class into Manulife Canadian Dividend Income Class Merger of Manulife U.S. Dollar Floating Rate Income Fund into Manulife U.S. Dollar Strategic Income Fund Merger of Manulife Preferred Income Class into Manulife Dividend Income Class Merger of Manulife Asia Total Return Bond Fund into Manulife Global Tactical Credit Fund Merger of Manulife Canadian Opportunities Class into Manulife Canadian Stock Class PROCEDURES FOR THE MERGERS Procedures for the Trust to Trust Mergers Procedures for the Corporate to Trust Mergers Procedures for the Trust To Corporate Merger Procedures for the Corporate to Corporate Mergers Recommendations Required Approvals for the Trust to Trust Mergers Required Approvals for the Corporate to Trust Mergers Required Approvals for the Trust to Corporate Merger Required Approvals for the Corporate to Corporate Mergers Mutual Fund Trusts versus Mutual Fund Corporations CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE PROPOSED FUND MERGERS Redemption Before Merger Trust to Trust Merger Corporate to Trust Mergers Trust To Corporate Merger Corporate to Corporate Mergers Eligibility for Registered Plans Harmonized Sales Tax (HST) MANAGEMENT OF THE FUNDS... 62

3 VOTING PROCEDURES AND PROXIES Appointment and Revocation of Proxies Exercise of Discretion by Proxies Voting Securities and Principal Holders Thereof Dissent Rights AUDITOR ADDITIONAL INFORMATION GENERAL SCHEDULE A... lxxix Investment Objective Changes Resolutions... lxxix SCHEDULE B... lxxxvii Trust to Trust Merger Resolutions... lxxxvii SCHEDULE C... lxxxviii Corporate to Trust Merger Resolutions... lxxxviii SCHEDULE D... lxxxix Trust to Corporate Merger Resolutions... lxxxix SCHEDULE E... xc Corporate to Corporate Merger Resolutions... xc

4 NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS OF THE FUNDS This is notice that special meetings of the securityholders of the Funds will be held concurrently at the offices of Manulife Investments, a division of Manulife Asset Management Limited (the Manager ), in the North American Life Room, 200 Bloor Street East, South Tower, Toronto, Ontario, M4W 1E5 on Wednesday, April 4, 2018 at 10:00 a.m. (Toronto time) (collectively, the Meetings and individually, a Meeting ). If the Meeting in respect of any Fund is adjourned, this notice shall constitute notice of the adjourned Meeting, which will be held at the offices of the Manager on Wednesday, April 11, 2018 at 10:00 a.m. (Toronto time). The purpose of the Meetings is to consider and, if advisable: 1. for securityholders of each Fund listed below (each an Objective Change Fund or together, Objective Change Funds ) to approve a change in the fundamental investment objective of each such Fund (together, the Investment Objective Changes ) on the basis and as described in the accompanying Management Information Circular (the Information Circular ) Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife Dividend Income Class Manulife Dividend Income Fund Manulife Dividend Income Private Pool Manulife Canadian Focused Fund Manulife Canadian Focused Class Manulife Dollar-Cost Averaging Fund 2. for securityholders of each of the following terminating funds: Manulife U.S. Dollar Floating Rate Income Fund, Manulife Asia Total Return Bond Fund, Manulife Tactical Income Fund, Manulife U.S. Fixed Income Private Trust, Manulife Short Term Bond Fund, Manulife Canadian Corporate Bond Fund, Manulife High Yield Bond Fund, and Manulife Emerging Markets Debt Fund (each a Terminating Trust Fund and together, the Terminating Trust Funds ), Manulife Canadian Opportunities Balanced Class, Manulife Canadian Dividend Growth Class, Manulife Preferred Income Class, Manulife Canadian Opportunities Class, Manulife U.S. Dividend Income Class, and Manulife Emerging Markets Class (each a Terminating Corporate Fund and together, the Terminating Corporate Funds and collectively with the Terminating Trust Funds, the Terminating Funds and each a Terminating Fund ), and each of the following continuing funds: Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund, and Manulife U.S. Tactical Credit Fund (each a Continuing Trust Fund and together, the Continuing Trust Funds ), and Manulife Canadian Monthly Income Class, Manulife Canadian Dividend Income Class, Manulife Dividend Income Class, and Manulife Canadian Stock Class (each a Continuing Corporate Fund and together, the Continuing Corporate Funds and collectively with the Continuing Trust Funds, the Continuing Funds and each a Continuing Fund ) for the mergers shown in the chart below, (each a Merger and collectively the Mergers ), to approve each Merger on the basis as described in the accompanying Information Circular. Terminating Fund Manulife Canadian Opportunities Balanced Class Manulife Canadian Dividend Growth Class Manulife U.S. Dollar Floating Rate Income Fund Manulife Preferred Income Class Manulife Asia Total Return Bond Fund Continuing Fund Manulife Canadian Monthly Income Class Manulife Canadian Dividend Income Class Manulife U.S. Dollar Strategic Income Fund Manulife Dividend Income Class Manulife Global Tactical Credit Fund 4

5 Terminating Fund Manulife Canadian Opportunities Class Manulife U.S. Dividend Income Class Manulife Tactical Income Fund Manulife U.S. Fixed Income Private Trust Manulife Money Fund Manulife Short Term Bond Fund Manulife Canadian Corporate Bond Fund Manulife High Yield Bond Fund Manulife Emerging Markets Debt Fund Manulife Emerging Markets Class Continuing Fund Manulife Canadian Stock Class Manulife U.S. Dividend Income Fund Manulife Canadian Monthly Income Class Manulife Global Fixed Income Private Trust Manulife Money Market Private Trust Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife U.S. Tactical Credit Fund Manulife Global Tactical Credit Fund Manulife Emerging Markets Fund 3. to transact such other business as may properly come before a Meeting or any adjournment or postponement thereof. We have provided a description of the matters to be considered at the Meetings in the accompanying Information Circular. The text of the resolutions authorizing the matters referred to above is set out in Schedules A through E to the Information Circular. Securityholders of record of the: (i) Terminating Funds; (ii) certain Continuing Funds, being: Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund, Manulife U.S. Tactical Credit Fund, Manulife Canadian Monthly Income Class, Manulife Canadian Dividend Income Class, Manulife Dividend Income Class and Manulife Canadian Stock Class; and (iii) the Objective Change Funds; at the close of business on February 20, 2018 will be entitled to vote at the Meeting. We ask investors who are unable to attend the Meeting(s) in person to exercise their right to vote by completing, dating, signing and returning the enclosed form of proxy in the envelope provided to Broadridge Financial Solutions, Inc. c/o Data Processing Centre, P.O. Box 3700 Stn. Industrial Park, Markham, Ontario L3R 9Z9. In lieu of delivery by mail or courier, a completed form of proxy may be faxed to or In the alternative, investors may enter voting instructions by telephone at (English) or (French) or via the internet at by using the 16-digit control number located across from the name of the Fund in the enclosed form of proxy. In order to be valid and acted upon at the Meeting(s), a properly completed form of proxy or your voting instructions, if provided electronically or telephonically, must be received by 10:00 a.m. (Toronto time) on April 3, You may also deposit your proxy with the Chair of the Meeting(s) by the start of the Meeting(s) at the latest. If a Meeting is adjourned or postponed, a properly completed form of proxy or your voting instructions, if provided electronically or telephonically, must be received not later than 24 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Meeting, or with the Chair of the adjourned or postponed Meeting prior to commencement of such Meeting. 5

6 The Manager of the Funds recommends that securityholders vote FOR (1) the Investment Objective Changes; and (2) the Mergers. The Independent Review Committee of each of the Funds has reviewed the potential conflict of interest matters related to the Mergers and has provided a favourable recommendation having determined that the Mergers, if implemented, achieve a fair and reasonable result for each of the Terminating Funds and Continuing Funds. As Investment Objective Changes do not represent a conflict of interest matter, the IRC was not required to express an opinion on such proposed changes. Registered securityholders of record of the Continuing Corporate Funds have the right to dissent in respect of the proposals. Dissent rights are described more fully in the accompanying Management Information Circular. Failure to strictly comply with the dissent procedures prescribed under Section 185 of the Business Corporations Act (Ontario) ( OBCA ) may result in the loss or unavailability of the right to dissent. DATED at Toronto, Ontario this 12 th day of March, By order of the Board of Directors of Manulife Investment Exchange Funds Corp. in respect of the Manulife Corporate Classes Bernard Letendre Director By order of the Board of Directors of Manulife Asset Management Limited (as trustee of the Trust Funds and as manager of the Funds) Anick Morin Associate General Counsel and Assistant Secretary 6

7 MANAGEMENT INFORMATION CIRCULAR March 12, 2018 Manulife Canadian Opportunities Balanced Class Manulife Canadian Dividend Growth Class Manulife Preferred Income Class Manulife Canadian Opportunities Class Manulife Canadian Monthly Income Class Manulife Canadian Dividend Income Class Manulife Dividend Income Class Manulife Canadian Stock Class Manulife U.S. Dividend Income Class Manulife Emerging Markets Class Manulife Canadian Focused Class Manulife Dividend Income Private Pool (each a class of Manulife Investment Exchange Funds Corp. and collectively, the Manulife Corporate Classes ) Manulife U.S. Dollar Floating Rate Income Fund Manulife Asia Total Return Bond Fund Manulife Tactical Income Fund Manulife U.S. Fixed Income Private Trust Manulife Short Term Bond Fund Manulife Canadian Corporate Bond Fund Manulife High Yield Bond Fund Manulife Emerging Markets Debt Fund Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife U.S. Tactical Credit Fund Manulife Dividend Income Fund Manulife Canadian Focused Fund Manulife Dollar-Cost Averaging Fund (collectively, the Trust Funds ) (the Manulife Corporate Classes and the Trust Funds, collectively, the Funds and individually, a Fund ) SOLICITATION OF PROXIES The information contained in this Management Information Circular ( Information Circular ) is provided by Manulife Investments ( MI ), a division of Manulife Asset Management Limited (the Manager or MAML ), in connection with the solicitation of proxies on behalf of the Manager of the Funds and on behalf of Manulife Investment Exchange Funds Corp. ( MIX Corp. or the Corporation ) in respect of the Manulife Corporate Classes, to be used at the special meetings (individually a Meeting and, collectively, the Meetings ) of the securityholders of the Funds. The Meetings will be held concurrently on April 4, 2018 at 10:00 a.m. (Toronto time) at the offices of the Manager, 200 Bloor Street East, South Tower, North American Life Room, Toronto, Ontario M4W 1E5 for the purposes outlined below. If a Meeting is adjourned, the adjourned Meeting will be held on April 11, 2018 at 10:00 a.m. (Toronto time) at the same location. If a Meeting is adjourned, a mailed notice may not be provided in respect of the reconvening of the adjourned Meeting. However, MAML may issue a press release announcing the reconvening of the adjourned Meeting. 7

8 Quorum for each Meeting is two securityholders present in person or represented by proxy. Quorum for the adjourned meeting will be two securityholders present in person or represented by proxy. We anticipate that the solicitation of proxies will principally be done through the internet and by telephone. The Manager will bear all costs of the Meetings, including the solicitation of proxies for the Meetings. Except as otherwise stated, the information contained in this Information Circular is given as of February 20, The Manager is sending proxy-related materials directly to non-objecting beneficial owners of the Terminating Funds, the Objective Change Funds and certain Continuing Funds 1. An intermediary has been retained and will be paid to send the proxy-related materials to objecting beneficial owners. Securityholders of the Terminating Funds (as defined below) can obtain the simplified prospectus and annual information form for the Continuing Funds (as defined below) by calling the Manager toll-free at , or by visiting manulifemutualfunds.ca or at A French version of this Information Circular can be obtained at no cost by visiting sedar.com or by contacting the Manager. Cautionary Statement Regarding Forward-Looking Statements Certain statements included in this Information Circular may constitute forward-looking statements. All statements, other than statements of historical fact, included in this Information Circular that address future activities, events, developments or financial performance, are forward-looking statements. These forwardlooking statements can be identified by the use of forward-looking words such as may, should, will, could, expect, intend, plan, estimate, anticipate, believe, future or continue or the negatives thereof or similar variations. These forward-looking statements are based on certain assumptions and analyses made by the Manager and its management in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Securityholders are cautioned not to put undue reliance on such forward-looking statements, which reflect the analysis of management of the Manager only as of the date of this Information Circular and are not a guarantee of performance. Such forward-looking statements are subject to a number of uncertainties, assumptions and other factors, many of which are outside the control of the Manager that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Manager undertakes no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. PURPOSE OF THE MEETINGS The purpose of the Meetings is to consider and, if advisable: 1. for securityholders of each Fund listed below to approve a change in the fundamental investment objective of each such Fund (together, the Investment Objective Changes ) on the basis and as described in this Information Circular: 1 Specifically, Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund, Manulife U.S. Tactical Credit Fund, Manulife Canadian Monthly Income Class, Manulife Canadian Dividend Income Class, Manulife Dividend Income Class and Manulife Canadian Stock Class. 8

9 Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife Dividend Income Class Manulife Dividend Income Fund Manulife Dividend Income Private Pool Manulife Canadian Focused Fund Manulife Canadian Focused Class Manulife Dollar-Cost Averaging Fund 2. for securityholders of each of the following terminating funds: Manulife U.S. Dollar Floating Rate Income Fund, Manulife Asia Total Return Bond Fund, Manulife Tactical Income Fund, Manulife U.S. Fixed Income Private Trust, Manulife Short Term Bond Fund, Manulife Canadian Corporate Bond Fund, Manulife High Yield Bond Fund, and Manulife Emerging Markets Debt Fund (each a Terminating Trust Fund and together, the Terminating Trust Funds ), Manulife Canadian Opportunities Balanced Class, Manulife Canadian Dividend Growth Class, Manulife Preferred Income Class, Manulife Canadian Opportunities Class, Manulife U.S. Dividend Income Class, and Manulife Emerging Markets Class (each a Terminating Corporate Fund and together, the Terminating Corporate Funds and collectively with the Terminating Trust Funds, the Terminating Funds and each a Terminating Fund ), and each of the following continuing funds: Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund, and Manulife U.S. Tactical Credit Fund (each a Continuing Trust Fund and together, the Continuing Trust Funds ), and Manulife Canadian Monthly Income Class, Manulife Canadian Dividend Income Class, Manulife Dividend Income Class, and Manulife Canadian Stock Class (each a Continuing Corporate Fund and together, the Continuing Corporate Funds and collectively with the Continuing Trust Funds, the Continuing Funds and each a Continuing Fund ) for the mergers shown in the chart below (each a Merger and collectively the Mergers ), to approve each Merger on the basis as described in this Management Information Circular. Terminating Fund Continuing Fund Effective Date Type of Merger Manulife Canadian Opportunities Balanced Class Manulife Canadian Monthly Income Class On or about April 20, 2018 Corporate to Corporate Manulife Canadian Dividend Growth Class Manulife Canadian Dividend Income Class On or about April 20, 2018 Corporate to Corporate Manulife U.S. Dollar Floating Rate Manulife U.S. Dollar Strategic On or about April Trust to Trust Income Fund Income Fund 20, 2018 Manulife Preferred Income Class Manulife Dividend Income Class On or about April 20, 2018 Corporate to Corporate Manulife Asia Total Return Bond Manulife Global Tactical Credit On or about April Trust to Trust Fund Fund 20, 2018 Manulife Canadian Opportunities Class Manulife Canadian Stock Class On or about April 20, 2018 Corporate to Corporate Manulife U.S. Dividend Income Manulife U.S. Dividend On or about May Corporate to Trust Class Income Fund 25, 2018 Manulife Tactical Income Fund Manulife Canadian Monthly On or about May Trust to Corporate Income Class 25, 2018 Manulife U.S. Fixed Income Private Manulife Global Fixed Income On or about May Trust to Trust Trust Private Trust 25, 2018 Manulife Money Fund Manulife Money Market On or about May Trust to Trust Private Trust 25, 2018 Manulife Short Term Bond Fund Manulife Money Market On or about May Trust to Trust Private Trust 25, 2018 Manulife Canadian Corporate Bond Fund Manulife Canadian Bond Plus Fund On or about May 25, 2018 Trust to Trust Manulife High Yield Bond Fund Manulife U.S. Tactical Credit Fund On or about May 25, 2018 Trust to Trust 9

10 Manulife Emerging Markets Debt Fund Manulife Emerging Markets Class Manulife Global Tactical Credit Fund Manulife Emerging Markets Fund On or about May 25, 2018 On or about May 25, 2018 Trust to Trust Corporate to Trust 3. to transact such other business as may properly come before a Meeting or any adjournment or postponement thereof. Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund and Manulife Dividend Income Class are subject to both an Investment Objectives Change proposal and a Merger proposal. Each proposal will be voted on separately and can be adopted independently. THE PROPOSALS PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT OBJECTIVES As a result of an ongoing review of its funds line-up, the Manager is seeking the approval of securityholders to consider, and if deemed advisable, to pass resolutions authorizing a change to the fundamental investment objective for each of Manulife Money Market Private Trust, Manulife Canadian Bond Plus Fund, Manulife Dividend Income Class, Manulife Dividend Income Fund, Manulife Dividend Income Private Pool, Manulife Canadian Focused Fund, Manulife Canadian Focused Class, and Manulife Dollar-Cost Averaging Fund (referred to in this section, collectively, as the Funds and, individually, as a Fund ). If the changes to the investment objectives of the Funds are approved, the investment strategies of the Funds will also be changed so that the Funds may seek to achieve their investment objective as detailed below. If the requisite securityholder approval is obtained for each of the Funds, it is expected that the proposed changes to the investment objectives of the Funds will be implemented on the effective dates indicated in the chart below. Notwithstanding the receipt of securityholder approval, the Manager may postpone implementing the changes in respect of one or more Funds until a later date (which shall be no later than December 31, 2018) or may elect not to proceed with the changes in respect of one or more Funds, if it considers such decision to be in the best interests of the securityholders of the applicable Fund(s). The decision to implement the Investment Objective Changes is independent from, and not contingent upon, the Merger proposals also described in this Information Circular. Set out in the chart below is the existing investment objective, the proposed new investment objective, the reason for the proposed change in the investment objective, and the Effective Date for each of the Funds. Manulife Money Market Private Trust Existing investment The fundamental investment objective of the Pool is to seek to generate interest objective income. The Pool invests in high quality, short-term fixed income securities issued by Canadian federal or provincial governments, Canadian chartered banks, and loan, Proposed new investment objective trust and other companies operating in Canada. Interest income. The Fund invests in high quality, short-term fixed income securities issued by Canadian federal or provincial governments, Canadian chartered banks, and loan, trust and other companies operating in Canada. The Fund may also invest in interest rate bearing instruments such as demand deposit accounts. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. 10

11 Reasons for proposed To add further flexibility to the types of investment options for the Fund. change If the proposal is approved, the Manager expects that the name of the Fund will be changed to Manulife Money Market Fund. Effective date On or about April 6, 2018 Manulife Canadian Bond Plus Fund Existing investment The Fund seeks income generation with an emphasis on capital preservation. The objective Fund invests primarily in a diversified portfolio of fixed income securities of Canadian governments and other issuers. The Fund will also invest in fixed income Proposed new investment objective Reasons for proposed change securities of governments and other issuers around the world. Income generation with an emphasis on capital preservation. The Fund invests primarily in a diversified portfolio of Canadian fixed income securities. The Fund may also invest in fixed income securities of other countries. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. To broaden the objective to include all types of Canadian fixed income. If the proposal is approved, the Manager expects that the name of the Fund will be changed to Manulife Canadian Unconstrained Bond Fund. Effective date On or about April 6, 2018 Manulife Dividend Income Class Existing investment The Fund seeks to provide a combination of income and capital appreciation by objective investing primarily in a diversified portfolio of Canadian dividend paying common and preferred equity securities. The Fund may also invest in real estate investment Proposed new investment objective Reasons for proposed change Effective date On or about April 6, 2018 trusts ( REITS ) and royalty trusts. The Fund seeks to provide a combination of income and long-term capital appreciation. The Fund will invest in a diversified portfolio, of which the equity portion will be comprised of mainly Canadian dividend paying common and preferred equity securities. The Fund may also invest in real estate investment trusts ( REITs ) and royalty trusts. A portion of the Fund s assets may also be held in foreign securities. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. The new objective allows the Fund to invest a greater portion of its assets outside of Canada, although a material change in the non-canadian allocation to the Fund s portfolio is not expected immediately. Manulife Dividend Income Fund Existing investment The Fund seeks to provide a combination of income and capital appreciation by objective investing primarily in a diversified portfolio of Canadian dividend paying common and preferred equity securities. The Fund may also invest in real estate investment trusts ( REITs ) and royalty trusts. 11

12 Proposed new investment objective The Fund seeks to provide a combination of income and long-term capital appreciation. The Fund will invest in a diversified portfolio, of which the equity portion will be comprised of mainly Canadian dividend paying common and preferred equity securities. The Fund may also invest in real estate investment trusts ( REITs ) and royalty trusts. A portion of the Fund s assets may also be held in foreign securities. Reasons for proposed change Effective date On or about April 6, 2018 Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. The new objective allows the Fund to invest a greater portion of its assets outside of Canada, although a material change in the non-canadian allocation to the Fund s portfolio is not expected immediately. Manulife Dividend Income Private Pool Existing investment The fundamental investment objective of the Pool is to seek to provide a combination objective of income and capital appreciation by investing primarily in a diversified portfolio of Canadian dividend paying common and preferred equity securities. The Pool may Proposed new investment objective Reasons for proposed change Effective date On or about April 6, 2018 also invest in real estate investment trusts ( REITs ) and royalty trusts. The fundamental objective of the Pool is to seek to provide a combination of income and long-term capital appreciation. The Pool will invest in a diversified portfolio, of which the equity portion will be comprised of mainly Canadian dividend paying common and preferred equity securities. The Pool may also invest in real estate investment trusts ( REITs ) and royalty trusts. A portion of the Pool s assets may also be held in foreign securities. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. The new objective allows the Fund to invest a greater portion of its assets outside of Canada, although a material change in the non-canadian allocation to the Fund s portfolio is not expected immediately. Manulife Canadian Focused Fund Existing investment The fundamental investment objective of the Fund is to obtain capital preservation objective and appreciation by investing primarily in a select number of Canadian equities. Proposed new The fundamental investment objective of the Fund is to obtain capital appreciation, investment objective preservation and dividend income. The Fund will invest in a diversified portfolio, of which the equity portion will be comprised of mainly Canadian and U.S. equity securities. A portion of the Fund s assets may also be held in securities outside of North America. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. 12

13 Reasons for proposed change To allow for a more detailed description of how the Fund is managed. As part of their investment process to achieve the investment objective, the portfolio managers emphasize holding quality, income generating securities within the portfolio. The changes will provide additional flexibility to hold: a greater portion of assets in non- Canadian equities; non-dividend payers; and issuers with a smaller market capitalization. If the proposal is approved, the Manager expects that the name of the Fund will be changed to Manulife Dividend Income Plus Fund. Effective date On or about April 6, 2018 Manulife Canadian Focused Class Existing investment The fundamental investment objective of the Fund is to obtain capital preservation objective and appreciation by investing primarily in a select number of Canadian equities. Proposed new The fundamental investment objective of the Fund is to obtain capital appreciation, investment objective preservation and dividend income. The Fund will invest in a diversified portfolio, of which the equity portion will be comprised of mainly Canadian and U.S. equity securities. A portion of the Fund s assets may also be held in securities outside of North America. Reasons for proposed change Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. To allow for a more detailed description of how the Fund is managed. As part of their investment process to achieve the investment objective the portfolio managers emphasize holding quality, income generating securities within the portfolio. The changes will provide the additional flexibility to hold; a greater portion of assets in non-canadian equities; non-dividend payers; and issuers with a smaller market cap. If the proposal is approved, the Manager expects that the name of the Fund will be changed to Manulife Dividend Income Plus Class Effective date On or about April 6, 2018 Manulife Dollar-Cost Averaging Fund Existing investment Interest Income and capital preservation. The Fund seeks to provide interest income objective by holding all of its portfolio assets on deposit in a demand deposit account with an administered interest rate at Manulife Bank, pending the automatic switch of fixed amounts into eligible mutual funds managed by Manulife Investments as pre-selected Proposed new investment objective by the investor. Interest income and capital preservation. The Fund seeks to provide interest income by holding all of its portfolio assets directly or indirectly in interest rate bearing instruments such as demand deposit accounts, high quality, short-term fixed income securities issued by Canadian federal or provincial governments, Canadian chartered banks, and loan, trust and other companies operating in Canada, pending the automatic switch of fixed amounts into eligible mutual funds managed by Manulife Investments as pre-selected by the investor. Upon approval of the investment objective changes, minor adjustments to the Fund s investment strategies may also be necessary to implement the new investment objective. Reasons for proposed To add further flexibility to the types of investment options for the Fund. change Effective date On or about April 6,

14 APPROVALS FOR THE INVESTMENT OBJECTIVE CHANGES To give effect to the change in the fundamental investment objective for each of the Funds described above, applicable legislation requires that approval must be given by the affirmative vote of at least a majority of the votes cast at each applicable Meeting by or on behalf of securityholders of each Fund by voting in favour of the applicable resolution as set forth in Schedule A to this Information Circular. If a Fund receives all necessary approvals for its investment objective change, it may complete its change regardless of whether any other Fund proceeds with its investment objective change and regardless of whether a Merger in which the Fund is a party is approved. PROPOSED MERGERS Pursuant to the requirements of applicable legislation, the Manager is seeking the approval for the applicable Mergers from securityholders of each of the following Terminating Funds: Manulife Canadian Opportunities Balanced Class Manulife Canadian Dividend Growth Class Manulife U.S. Dollar Floating Rate Income Fund Manulife Preferred Income Class Manulife Asia Total Return Bond Fund Manulife Canadian Opportunities Class Manulife U.S. Dividend Income Class Manulife Tactical Income Fund Manulife U.S. Fixed Income Private Trust Manulife Short Term Bond Fund Manulife Canadian Corporate Bond Fund Manulife High Yield Bond Fund Manulife Emerging Markets Debt Fund Manulife Emerging Markets Class Pursuant to the requirements of applicable legislation, the Manager is seeking the approval for the applicable Mergers from securityholders of each of the following Continuing Funds: Manulife Canadian Monthly Income Class Manulife Canadian Dividend Income Class Manulife Dividend Income Class Manulife Canadian Stock Class Manulife Money Market Private Trust Manulife Canadian Bond Plus Fund Manulife U.S. Tactical Credit Fund The full text of the resolutions relating to the Mergers to be considered at the Meetings is set out at Schedules B through E to this Information Circular. Provided all requisite approvals are obtained, including, where applicable, regulatory approval, each Merger will become effective after the close of business on the date listed in the chart on page 9 (each an Effective Date ). The Manager and/or the board of directors of the Corporation, as applicable, may postpone implementing any Merger until a later date (which shall be no later than December 31, 2018) and, notwithstanding the receipt of all required approvals, may elect not to proceed with any Merger for any reason, including if it considers such decision to be in the best interests of the securityholders of the applicable Fund(s). 14

15 A comparison of the similarities and material differences between the Funds are set out under the heading Merger Details below. The implications of the Mergers, including the tax consequences, are also described herein. REASONS FOR THE PROPOSED FUND MERGERS The Manager believes that the Mergers are in the best interests of the securityholders of the Terminating Funds for the following reasons: Same or Lower Fees In some cases, and depending on the series of a Terminating Fund held, securityholders of the Terminating Funds will benefit from a decrease in management fees. In all cases, securityholders of a Terminating Fund will not be subject to a higher management fee in the Continuing Fund. In some cases, grandfathered series in the Continuing Fund will be created to ensure Terminating Fund securityholders are not subject to a management fee or fixed-administration fee increase. More specifically: - Securityholders of Manulife Asia Total Return Bond Fund and Manulife Short Term Bond Fund and will receive a management fee decrease on all Series. - Advisor Series and Series F securityholders of Manulife Canadian Corporate Bond Fund will receive a decrease in management fees. - Advisor Series, Series T, Series F and Series FT securityholders of Manulife Tactical Income Fund, Manulife Canadian Opportunities Class, Manulife U.S. Dividend Income Class and Manulife Emerging Markets Debt Fund will receive a management fee decrease. - Advisor Series, Series T, Series F, Series FT and Series D securityholders of Manulife High Yield Bond Fund will receive a management fee decrease. - The management fees for Advisor Series and Series T securityholders of Manulife Canadian Opportunities Balanced Class will be grandfathered in the Continuing Fund, and Series F and FT securityholders will receive a decrease in management fees. - The management fees for Advisor Series, Series F, Series FT and Series T securityholders of Manulife U.S. Dollar Floating Rate Income Fund, Manulife Canadian Dividend Growth Class and Manulife Preferred Income Class will be grandfathered in the Continuing Fund. - The management fees for Advisor Series, Series F, and Series L securities of Manulife U.S. Fixed Income Private Trust will be grandfathered in the Continuing Fund. Eliminating Redundancy In the opinion of the Manager, each Terminating Fund would generally attract the same type of investor as the Continuing Fund. As a result, each Merger will contribute towards reducing duplication and redundancy across the Manulife fund line-up and may potentially reduce the administrative and regulatory operating costs and expenses associated with the Funds. Creating Critical Mass and Profile If each of the Mergers occur, the Continuing Funds will have an asset base of greater size allowing for increased portfolio diversification opportunities and a smaller proportion of assets set aside to fund redemptions. The ability to increase diversification may lead to increased returns and a reduction of risk, while at the same time creating a higher profile that should attract more investors an important factor in helping to create critical mass. 15

16 MERGER DETAILS MERGER OF MANULIFE U.S. DIVIDEND INCOME CLASS INTO MANULIFE U.S. DIVIDEND INCOME FUND Fund Manulife U.S. Dividend Income Class Manulife U.S. Dividend Income Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund U.S. Equity U.S. Equity Fundamental Investment Objective The Fund seeks to provide long-term capital appreciation by investing primarily in a portfolio of U.S. dividend paying stocks and other equity securities. The fundamental investment objective of the Fund is to achieve a combination of capital growth and income. The Fund invests primarily in a diversified portfolio of U.S. equity and equity-type securities and other income producing investments. Fund Risk Medium Medium Classification Eligible Registered Securities are qualified investments for Securities are qualified investments for Registered Plans. Plans Registered Plans. Portfolio Advisor Manulife Asset Management Limited Manulife Asset Management Limited Net Asset Value $90,939, $602,739, Maximum Management Fees Fixed Administration Fee Management Expense Ratio ( MER ) as at the Fund s interim period end 3 MER without expense absorption by MI as at Fund s interim period end 3 Advisor Series securities: 1.90% Series F securities: 0.88% Series FT6 securities: 0.88% Series T6 securities: 1.90% Series X securities: 2.00% Series G securities: 2.00% Series D securities: 1.13% All Series 2 except Series X 0.22% Series X securities: 0.03% Advisor Series securities: 2.36% Series F securities: 1.22% Series FT6 securities: 1.24% Series T6 securities: 2.39% Series X securities: 1.87% Series G securities: 2.24% Series D securities: 1.51% Advisor Series securities: 2.36% Series F securities: 1.22% Series FT6 securities: 1.24% Series T6 securities: 2.39% Series X securities: 1.94% Series G securities: 2.24% Series D securities: 1.51% Advisor Series securities: 1.90% Series F securities: 0.83% Series FT6 securities: 0.83% Series T6 securities: 1.90% Series X securities: 0.00% Series G securities: 0.00% Series D securities: 1.13% All Series 2 : 0.22% Advisor Series securities: 2.39% Series F securities: 1.18% Series FT6 securities: N/A Series T6 securities: N/A Series X securities: 0.00% Series G securities: 0.00% Series D securities: N/A Advisor Series securities: 2.39% Series F securities: 1.18% Series FT6 securities: N/A Series T6 securities: N/A Series X securities: 0.00% Series G securities: 0.00% Series D securities: N/A 2 The fixed-administration fee does not apply to Series G securities of the Terminating Fund or to Series G and Series X securities of the Continuing Fund. 3 The interim period end for the Terminating Corporate Fund is October 31, The interim period end for the Continuing Trust Fund is June 30,

17 Annual Returns 1 year 3 years 5 years Since Inception Annual Returns 1 year 3 years 5 years Since Inception Advisor series 16.8% 9.5% N/A 9.6% Advisor series 4.9% 14.9% 17.0% 6.4% Series F 18.2% 10.9% N/A 10.9% Series F 6.3% 16.3% N/A 19.8% Series FT6 18.2% 10.9% N/A 11.1% Series FT6 N/A N/A N/A N/A Series T6 16.8% 9.5% N/A 9.5% Series T6 N/A N/A N/A N/A Series X 17.1% 9.5% N/A 9.6% Series X 7.4% 17.6% 19.9% 9.0% Series G 17.1% 9.9% N/A 9.8% Series G 7.4% N/A N/A 10.0% Series D N/A N/A N/A N/A Series D N/A N/A N/A N/A Valuation The assets and liabilities of the Terminating Fund and the Continuing Fund will be determined using the Procedures Distribution Policies Fees Payable Directly by Investors same valuation procedures. Distributions for all series of the Terminating Fund will move from receiving capital gains dividends annually in May or June of each year to, in the Continuing Fund, income, if any, quarterly in March, June, September and December, and capital gains, if any, being generally distributed annual in December. The Continuing Fund will have the same policy as the Terminating Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger will be subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. 17

18 MERGER OF MANULIFE TACTICAL INCOME FUND INTO MANULIFE CANADIAN MONTHLY INCOME CLASS Fund Manulife Tactical Income Fund Manulife Canadian Monthly Income Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Tactical Balanced Canadian Neutral Balanced Fundamental Investment Objective The fundamental investment objective of the Fund is to generate income with the potential for long term capital growth. The fundamental investment objective of the Fund is to generate, directly or indirectly, capital appreciation and revenue. The Fund invests primarily in fixed income and equity securities of Canadian and foreign issuers. The Fund primarily invests, directly or indirectly, in a portfolio of equities and fixed income investments. Fund Risk Low to Medium Low to Medium Classification Eligible Registered Plans Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Portfolio Advisor Manulife Asset Management Limited Manulife Asset Management Limited Net Asset Value $55,662, $54,400, Maximum Management Fees: Fixed Administration Fee Management Expense Ratio ( MER ) as at the Fund s interim period end 5 MER without expense absorption by MI as at the Fund s interim period end 5 Advisor Series securities: 1.98% Series F securities: 0.80% Series FT8 securities: 0.80% Series T8 securities: 1.98% Legend Series securities: 1.15% E-Series securities: 1.60% Series X securities: 0.00% Series G securities: 0.00% Advisor Series securities: 1.90% Series F securities: 0.78% Series FT8 securities: 0.78% Series T8 securities: 1.90% Legend Series securities: 1.15% E-Series securities: 1.60% Series X securities: N/A Series G securities: N/A All Series 4 : 0.20% All Series 4 : 0.20% Advisor Series securities: 2.42% Series F securities: 1.08% Series FT8 securities: 0.34% Series T8 securities: 2.45% Legend Series securities: 1.44% E-Series securities: 1.90% Series X securities: 0.00% Series G securities: 0.00% Advisor Series Securities: 2.42% Series F Securities: 1.08% Series FT8 Securities: 0.34% Series T8 Securities: 2.45% Legend Series Securities: 1.44% E-Series Securities: 1.90% Series X Securities: 0.00% Series G Securities: 0.00% Advisor Series securities: 2.34% Series F securities: 1.08% Series FT8 securities: 1.10% Series T8 securities: 2.36% Legend Series securities: N/A E-Series securities: N/A Series X securities: N/A Series G securities: N/A Advisor Series Securities: 2.34% Series F Securities: 1.09% Series FT8 Securities: 1.10% Series T8 Securities: 2.36% Legend Series Securities: N/A E-Series Securities: N/A Series X Securities: N/A Series G Securities: N/A 4 The fixed-administration fee does not apply to Series G or Series X securities for both the Terminating Fund and the Continuing Fund. 5 The interim period end for the Terminating Trust Fund is June 30, The interim period end for the Continuing Corporate Fund is October 31,

19 Annual Returns 1 year 3 years 5 years Since Inception Annual Returns 1 year 3 years 5 years Since Inception Advisor series 5.9% 4.0% 6.1% 2.9% Advisor series 9.5% 4.2% 6.0% 6.1% Series F 7.4% N/A N/A 4.3% Series F 10.9% N/A N/A 6.5% Series FT8 N/A N/A N/A N/A Series FT8 10.9% N/A N/A 6.5% Series T8 5.9% 3.9% 6.0% 4.0% Series T8 9.5% N/A N/A 5.2% Legend Series 7.1% 5.1% 7.2% 4.1% Legend Series N/A N/A N/A N/A E-Series 6.7% 4.6% 6.7% 3.5% E-Series N/A N/A N/A N/A Series X 8.6% 6.6% 8.7% 5.5% Series X N/A N/A N/A N/A Series G 8.6% N/A N/A 7.0% Series G N/A N/A N/A N/A Valuation The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same Procedures Distribution Policies valuation procedures. Distributions for all series of the Terminating Fund will move from receiving income, if any, monthly and capital gains, if any, annually in December to, in the Continuing Fund, dividends, if any, annually in May or June. Fees Payable Directly by Investors Series FT securities and Series T securities of the Terminating Fund and the corresponding series of the Continuing Fund will distribute income and/or return of capital monthly, and capital gains, if any, annually in December. The Continuing Fund will have the same policy as the Terminating Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger will be subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. 19

20 MERGER OF MANULIFE U.S. FIXED INCOME PRIVATE TRUST INTO MANULIFE GLOBAL FIXED INCOME PRIVATE TRUST Fund Manulife U.S. Fixed Income Private Trust Manulife Global Fixed Income Private Trust Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund U.S. Fixed Income Global Fixed Income Fundamental Investment Objective The fundamental investment objective of the Pool is to seek to provide long-term total return consisting of income and the potential for capital appreciation by investing primarily in a portfolio of U.S. investment grade and high yield debt securities. The fundamental investment objective of the Pool is to seek to generate income with an emphasis on capital preservation. This Pool invests primarily in government and corporate debt securities from developed and emerging markets. It also invests in U.S. government and agency securities and high yield bonds. The Pool may also invest in preferred shares and other types of debt securities. Fund Risk Low to Medium Low to Medium Classification Eligible Registered Plans Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Portfolio Advisor Manulife Asset Management Limited Manulife Asset Management Limited Portfolio Sub- Advisor Manulife Asset Management (US) LLC Manulife Asset Management (US) LLC Manulife Asset Management (Europe) Limited Manulife Asset Management (Hong Kong) Limited Net Asset Value $32,641, $2,256,561, Maximum Management Fees Fixed Administration Fee Management Expense Ratio ( MER ) as at the Fund s interim period end 7 MER without expense absorption by MI as at the Fund s interim period end 7 Advisor Series securities: 1.08% Series F securities: 0.62% Series X securities: 0.00% Series O securities: 0.00% Series G securities: 0.00% Series L securities: 1.23% All Series 6 except Series O: 0.18% Series O securities: 0.13% Advisor Series securities: 1.45% Series F securities: 0.88% Series X securities: 0.00% Series O securities: 0.14% Series G securities: 0.00% Series L securities: 1.48% Advisor Series securities: 1.45% Series F securities: 0.88% Series X securities: 0.00% Series O securities: 0.14% Series G securities: 0.00% Series L securities: 1.48% Series H securities: 1.08% Series J securities 0.62% Series X securities 0.00% Series O securities: 0.00% Series G securities: 0.00% Series HE securities 1.23% All Series 6 except Series O: 0.18% Series O securities: 0.13% Series H Securities: N/A Series J Securities: N/A Series X Securities: 0.00% Series O Securities: 0.00% Series G Securities: 0.00% Series HE Securities: N/A Series H securities: N/A Series J securities: N/A Series X securities: 0.00% Series O securities: 0.00% Series G securities: 0.00% Series HE securities: N/A 6 The fixed-administration fee does not apply to Series G or Series X securities of both the Terminating Fund and the Continuing Fund. 7 The interim period end for the Terminating Trust Fund and the Continuing Trust Fund is June 30,