Annual Information Form

Transcription

1 Annual Information Form July 26, 2013 (OFFERING SERIES M SECURITIES) MANULIFE PRIVATE WEALTH PORTFOLIOS Manulife Private Canadian Fixed Income Portfolio Manulife Private Canadian Equity Portfolio Manulife Private U.S. Equity Portfolio Manulife Private International Equity Portfolio Manulife Canadian Equity Index Fund Manulife U.S. Equity Index Fund Manulife International Equity Index Fund No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The Portfolios and the securities of the Portfolios offered under this document are not registered with the United States Securities and Exchange Commission and they are sold in the United States only in reliance on exemptions from registration.

2 Table of Contents NAME, FORMATION AND HISTORY OF THE PORTFOLIOS 2 INVESTMENT RESTRICTIONS AND EXEMPTIVE RELIEF 3 DESCRIPTION OF SECURITIES OF THE PORTFOLIOS 4 CALCULATION OF NET ASSET VALUE 5 VALUATION OF PORTFOLIO SECURITIES 6 BUYING SECURITIES 7 SWITCHING SECURITIES 8 REDEEMING SECURITIES 8 RESPONSIBILITY FOR PORTFOLIO OPERATIONS 8 Manager 8 Portfolio Advisor and Sub-Advisors 10 Brokerage Arrangements 11 Principal distributor 12 Trustee of the Manulife Private Wealth Portfolios 12 Custodian 12 Auditor 13 Registrar 13 Independent Review Committee 13 Other Service Providers 13 CONFLICTS OF INTEREST 13 Affiliated entities 14 FUND GOVERNANCE 15 FEES AND EXPENSES 18 INCOME TAX CONSIDERATIONS 19 REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEES 21 MATERIAL CONTRACTS 21 LEGAL PROCEEDINGS 22 CERTIFICATE ON BEHALF OF THE MANULIFE PRIVATE WEALTH PORTFOLIOS AND OF THE MANAGER AND PROMOTER OF THE MANULIFE PRIVATE WEALTH PORTFOLIOS 23 CERTIFICATE OF THE PRINCIPAL DISTRIBUTOR OF THE MANULIFE PRIVATE WEALTH PORTFOLIOS 24 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM

3 Name, Formation and History of the Portfolios In this document, as the context requires: Exempt Purchaser refers to an investor who is an accredited investor or who is otherwise exempt from the prospectus requirements pursuant to NI Fund or Funds refer to mutual funds managed by the Manager MAML refers to Manulife Asset Management Limited Manulife Bank refers to Manulife Bank of Canada Manulife Corporate Class or Manulife Corporate Classes refer to one or more Funds that are separate classes of mutual fund shares of MIX Corp., and which are offered under separate simplified prospectuses Manulife Financial refers to Manulife Financial Corporation Manulife Fund or Manulife Funds refers to one or more Funds managed by MAML, that are trust funds with MAML as Trustee, and which are offered under separate simplified prospectuses Manulife Index Funds refers to Manulife Canadian Equity Index Fund, Manulife U.S. Equity Index Fund and Manulife International Equity Index Fund Manulife Mutual Funds, MMF, we, us, Manager and our, refers to Manulife Mutual Funds, a division of MAML Manulife Private Wealth and MPW refers to Manulife Private Wealth, a division of MAML Manulife Private Wealth Portfolio or Manulife Private Wealth Portfolios refer to one or more Portfolios offered under the simplified prospectus that is combined with this document which are trust funds with MAML as Trustee and Manager MIX Corp. refers to Manulife Investment Exchange Funds Corp., a mutual fund corporation MLI refers to The Manufacturers Life Insurance Company NI refers to National Instrument Prospectus and Registration Exemptions NI refers to National Instrument Mutual Funds NI refers to National Instrument Investment Fund Continuous Disclosure NI refers to National Instrument Independent Review Committee for Investment Funds Portfolio or Portfolios refers to the Manulife Private Wealth Portfolios offered under the simplified prospectus that is combined with this document Registered Plan refers to each of RESPs, RRSPs (including LIRAs, LRSPs and RLSPs), RRIFs (including LIFs, LRIFs, RLIFs and PRIFs), DPSPs, RDSPs and TFSAs, each as defined under Eligibility for Registered Plans. However, MPW currently only offers RRSPs, RRIFs and TFSAs (collectively, MPW Registered Plans) and RESPs administered by Manulife Mutual Funds securities of a Portfolio refers to units of a Manulife Private Wealth Portfolio securityholders of a Portfolio refers to unitholders of a Manulife Private Wealth Portfolio Series refers to classes of units of a Manulife Private Wealth Portfolio Series M refers to the M series of securities of one or more Portfolios Underlying Fund refers to a fund in which a Manulife Private Wealth Portfolio invests THE MANULIFE PRIVATE WEALTH PORTFOLIOS The Manulife Private Wealth Portfolios described in this annual information form are 7 separate mutual funds. Each is an open-end mutual fund trust established and governed under the laws of Ontario by an amended and restated Master Declaration of Trust dated August 20, 2007, as amended by amendment no. 1 thereto dated March 30, 2009, amendment no. 2 thereto dated August 1, 2011 and amendment no. 3 thereto dated March 20, 2013 (the Master Declaration of Trust ) and a separate Regulation for each such Portfolio. The material amendments to the Master Declaration of Trust were made in order to conform the document to the requirements of Canadian securities legislation governing mutual funds, to facilitate mergers involving certain Manulife Funds, to establish the Independent Review Committee, to permit each Manulife Fund governed by it to issue more than one series of securities or to facilitate the administration of certain of the Manulife Funds. Date started MANULIFE PRIVATE WEALTH PORTFOLIOS Canadian Portfolios Manulife Canadian Equity Index Fund April 22, 2009 Manulife Private Canadian Equity Portfolio July 31, 2012 Manulife Private Canadian Fixed Income Portfolio July 31, 2012 Date started U.S. Portfolios Manulife Private U.S. Equity Portfolio July 31, 2012 Manulife U.S. Equity Index Fund April 22, 2009 International Portfolios Manulife International Equity Index Fund April 22, 2009 Manulife Private International Equity Portfolio July 31, 2012 MAML is the manager and trustee of each Portfolio. MAML also acts as registrar and transfer agent of the Portfolios. MAML is an indirect wholly-owned subsidiary of MLI, which in turn is a wholly-owned subsidiary of Manulife Financial, a TSX-listed holding company. MPW is the principal distributor of the Series M securities of each Portfolio. The Master Declaration of Trust, as amended, and the Regulation for each Portfolio may be examined by securityholders during regular business hours at the registered head office of the Manager located at 200 Bloor Street East, North Tower 3, Toronto, Ontario, M4W 1E5. You can also MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM 2

4 contact MPW at or visit the Manager s website at manulifemutualfunds.ca. Investment Restrictions and Exemptive Relief The Portfolios are subject to and are managed in accordance with the restrictions and practices contained in securities legislation, including NI , except as noted below. These investment restrictions and practices are designed in part to ensure that the investments of the Portfolios are diversified and relatively liquid and to ensure the proper administration of the Portfolios. The Manager has received relief from the securities regulatory authorities which allows MPW to send or deliver the most recently filed fund facts document to investors instead of a simplified prospectus (and any amendments thereto). This exemption is subject to the fulfillment of certain conditions by the Manager and/or MPW, including the requirement for investors in a Portfolio to receive notice at or before the time they receive the fund facts, indicating that they will have equivalent rights and protections otherwise applicable under securities law in their jurisdiction for sending or delivery of the funds facts. The relief expires on the earlier of (a) six months from any notice by the securities regulators that the order may no longer be relied upon; and (b) the coming into force of any legislation or ruling relating to the sending or delivery of fund facts in lieu of a simplified prospectus (and any amendments thereto). Such legislation is expected to come into force in June The Portfolios have received relief from the requirement to deliver a renewal prospectus (and any amendment thereto) to investors that participate in a regular investment program. You will not be sent a copy of any renewal prospectus (and any amendments to that prospectus) unless you request that it be sent to you at the time you enroll in a Pre-Authorized Chequing Plan ( PAC Plan ) or subsequently request it from MPW, as described under Buying Securities Through a Pre-Authorized Chequing Plan in the simplified prospectus. Related Party Investments and Inter-Fund Trades MAML has obtained exemptive relief to allow certain related party investments by the Portfolios that are not otherwise permitted by securities legislation and which are not covered by any exemptions under NI Subject to certain conditions, such exemptive relief permits the Portfolios to make or hold an investment in debt securities of Manulife Financial and other related securityholders of the Portfolios. The Portfolios are also permitted to invest in debt securities of other issuers in which Manulife Financial and other related securityholders of the Portfolios have a significant interest. Such exemptive relief also permits certain inter-fund trades in respect of debt securities between Portfolios and other investment funds that are not subject to NI or NI , and that are managed by MAML or an affiliate. The relief also permits the Portfolios, as well as other investment funds managed by MAML or an affiliate, to engage in certain, otherwise prohibited, in-specie transactions. Changes to Investment Objective The fundamental investment objective of a Portfolio may not be changed without the consent of a majority of securityholders of that Portfolio. The trustee can make changes to the investment strategies and other activities of a Portfolio without the consent of securityholders and subject to any required approval of the Canadian securities regulators. Derivatives Relief Each Portfolio has been granted derivatives relief to use as 'put option cover' a right or obligation to sell an equivalent quantity of the underlying interest of the standardized future, forward or swap when either: (i) the Portfolio opens or maintains a long position in a debt-like security that has a component that is a long position in a forward contract, or in a standardized future or forward contract; or (ii) the Portfolio enters into or maintains a swap position, and during the periods when the Portfolio is entitled to receive payments under the swap (the "Put Option Cover Relief"). This Put Option Cover Relief is subject to the following conditions: (a) When a Portfolio enters into or maintains a swap position for periods when the Portfolio would be entitled to receive fixed payments under the swap, the Portfolio holds: (i) Cash cover, fixed income securities (defined as any bonds, debentures, notes or other evidences of indebtedness that are not "illiquid assets" as defined in NI ) or floating rate notes (collectively, "Cover"), in an amount that, together with margin on account for the swap and the market value of the swap, is not less than, on a daily mark-to-market basis, the underlying market exposure of the swap; (ii) A right or obligation to enter into an offsetting swap on an equivalent quantity and with an equivalent term and Cover that together with margin on account for the position is not less than the aggregate amount, if any, of the obligations of the Portfolio under the swap less the obligations of the Portfolio under such offsetting swap; or (iii) A combination of the positions referred to in subparagraphs (i) and (ii) that is sufficient, without recourse to other assets of the Portfolios, to enable the Portfolios to satisfy its obligations under the swap; (b) When a Portfolio opens or maintains a long position in a debt-like security that has a component that is a long position in a forward contract, or in a standardized future or forward contract, the Portfolio holds: (i) Cover in an amount that, together with margin on account for the specified derivative and the market value of the specified derivative, is not less than, on a daily mark-to-market basis, the underlying market exposure of the specified derivative; (ii) A right or obligation to sell an equivalent quantity of the underlying interest of the future or forward contract, and Cover that together with margin on account for the position, is not less than the amount, if any, by which the price of the future or forward contract exceeds the strike price of the right or obligation to sell the underlying interest; or (iii) A combination of the positions referred to in subparagraphs (i) and (ii) that is sufficient, without recourse to other assets of the Portfolio, to enable the Portfolio to acquire the underlying interest of the future or forward contract; 3 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM

5 (c) (d) A Portfolio will not (i) purchase a debt-like security that has an option component or an option, or (ii) purchase or write an option to cover any positions under section 2.8(1)(b), (c), (d), (e) and (f) of NI , if immediately after the purchase or writing of such option, more than 10% of the net assets of the Portfolio, taken at market value at the time of the transaction, would be in the form of (i) purchased debt-like securities that have an option component or purchased options, in each case, held by the Portfolio for purposes other than hedging, or (ii) options used to cover any positions under section 2.8(1)(b), (c), (d), (e) and (f) of NI ; and Each of the Portfolios must disclose the nature and terms of the relief in the Portfolio's simplified prospectus and this annual information form. Investing in Exchange-Traded Funds ( ETFs ) and Silver The Portfolios have received permission from the Canadian securities regulators, subject to certain conditions set forth below, to permit such Portfolios to purchase and hold securities of certain types of ETFs, the securities of which are not index participation units as defined in NI These ETFs seek to replicate (a) the daily performance of the index by (i) a multiple or an inverse multiple of 200% or (ii) an inverse multiple of 100%, or (b) the performance of gold or silver, either (i) on an unlevered basis or (ii) by a multiple of 200% (an Underlying ETF ). This regulatory approval also allows these Portfolios to invest directly in silver, certain permitted silver certificates, and derivatives the underlying interest of which is silver (collectively Silver ). The conditions of this relief are as follows: (a) The investment by a Portfolio in securities of an Underlying ETF and/or Silver is in accordance with the fundamental investment objective of the Portfolio; (b) A Portfolio does not short sell securities of an Underlying ETF; (c) The securities of the Underlying ETFs are traded on a stock exchange in Canada or the United States; (d) The securities of the Underlying ETFs are treated as specified derivatives for the purposes of Part 2 of NI ; (e) A Portfolio does not purchase securities of an Underlying ETF if, immediately after the purchase, more than 10% of the net assets of the Portfolio in aggregate, taken at market value at the time of the purchase, would consist of securities of the Underlying ETFs; (f) A Portfolio does not enter into any transaction if, immediately after the transaction, more than 20% of the net assets of the Portfolio, taken at market value at the time of the transaction, would consist of, in aggregate, securities of Underlying ETFs and all securities sold short by the Portfolio; (g) The prospectus of each Portfolio discloses (i) in the Investment Strategy section of the prospectus, the fact that the Portfolio has obtained relief to invest in the Underlying ETFs together with an explanation of what each Underlying ETF is, and (ii) the risks associated with investments in the Underlying ETFs; and (h) A Portfolio does not purchase Gold and Silver Products (defined as being gold or silver, permitted gold or silver certificates, gold or silver ETFs, leveraged gold or silver ETFs, and any specified derivatives the underlying interest of which is gold or silver) if, immediately after the transaction, the market value of the exposure to gold or silver through the Gold and Silver Products is more than 10% of the net assets of the Portfolio, taken at market value at the time of the transaction. Eligibility for Registered Plans Manulife Private Wealth Portfolios All Manulife Private Wealth Portfolios qualify as mutual fund trusts within the meaning of the Income Tax Act (Canada) ( Tax Act ) and on this basis their securities are qualified investments for trusts governed by registered retirement savings plans (RRSPs), registered retirement income funds (RRIFs), deferred profit sharing plans (DPSPs), registered disability savings plans (RDSPs), registered education savings plans (RESPs) and tax-free savings accounts (TFSAs) (collectively Registered Plans ). See Income Tax Considerations Tax Status of Manulife Private Wealth Portfolios. Each of Manulife Private Canadian Fixed Income Portfolio, Manulife Private Canadian Equity Portfolio, Manulife Private U.S. Equity Portfolio and Manulife Private International Equity Portfolio is a registered investment within the meaning of the Tax Act for RRSPs, RRIFs and DPSPs. Description of Securities of the Portfolios Only Series M securities of the Portfolios are offered under this annual information form and its related simplified prospectus. Series M securities of the Portfolios are only available through the investment management service offered through MPW, and generally to investors who qualify as Exempt Purchasers. Series G securities, Series O securities and Series X securities of certain Portfolios are not offered under this annual information form and its related simplified prospectus. These securities may be issued in connection with other Manulife products or to large institutional investors or accredited investors. Without your consent or notice to you, the Manager may establish additional series of securities of any of the Portfolios and may determine the rights attached to those series. The principal differences between the various series of securities of the Portfolios relate to the distributions and the expenses payable by the series. All securities are entitled to participate in the Portfolio s assets on liquidation on a series basis. As mutual funds structured as trusts, all securities will be fully paid, when issued, in accordance with the terms of the Master Declaration of Trust. Further, the Trust Beneficiaries Liability Act, 2004 (Ontario) provides that holders of securities of a trust are not, as beneficiaries, liable for any, default, obligation or liability of the trust if, when the default occurs or the liability arises: (i) the trust is a reporting issuer under the Securities Act (Ontario); and (ii) the trust is governed by the laws of Ontario. Each Portfolio is a reporting issuer under the Securities Act (Ontario) and is governed by the laws of Ontario by virtue of the provisions of the Master Declaration of Trust. All securities are redeemable at their net asset value. Securityholders of a series of securities have the right to share MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM 4

6 in any distributions (other than management fee distributions) the Portfolios make on that series of securities. The Portfolios are only available in Canadian dollars. Securities of all Portfolios are qualified investments for Registered Plans offered by MPW ( MPW Registered Plans ). Each Portfolio can issue an unlimited number of securities of each series. All securities within each series of a Portfolio have equal rights and privileges other than with respect to management fee reductions, if applicable. Voting Rights Each security of a Portfolio entitles the registered holder to: One vote at all securityholder meetings of a Portfolio, except meetings at which the holders of another series of securities are entitled to vote separately as a series. Participate in distributions and in the division of net assets of a Portfolio on liquidation based on the relative net asset value of each series and in accordance with such Portfolio s Declaration of Trust and Regulation. Redeem securities as described in the simplified prospectus under Redeeming Securities. The securities of an Underlying Fund held directly by a Portfolio will not be voted, unless in our discretion we arrange for the securities to be voted by the securityholders of the top Portfolio. Fractions of securities are proportionately entitled to all of the above rights except voting rights. The rights, restrictions, limitations and conditions attaching to the securities of each series of each of the Portfolios may be modified by an amendment to the Master Declaration of Trust and applicable Regulation. Securityholders are permitted to vote on all matters that require securityholder approval under NI or under the constating documents of the Portfolios. These matters include: Changing the basis of the calculation of a fee or expense that is charged to a Portfolio or directly to its securityholders by a non-arm s length party (such as the Portfolio or the Manager) in connection with the holding of securities of the Portfolio, if the change could result in an increase in charges to the Portfolio or its securityholders; Introducing a fee or expense to be charged to a Portfolio or directly to its securityholders by a non-arm s length party (such as the Portfolio or the Manager) in connection with the holding of securities of the Portfolio that could result in an increase in charges to the Portfolio or its securityholders; A change of the Manager, unless the new manager is an affiliate of the current Manager; A change in the fundamental investment objective of a Portfolio; A decrease in the frequency of the calculation of the net asset value per security of a Portfolio; Certain material reorganizations of a Portfolio; and The appointment of a successor trustee of the Manulife Private Wealth Portfolios in certain circumstances. You will receive notice 60 days in advance of a proposed change of auditor or a proposed introduction of or change in fees and expenses as described above charged by an arm s length party. In certain circumstances, instead of you approving a fund merger, the IRC has been permitted under securities legislation to do so. In those circumstances, you will receive written notice of any proposed fund merger at least 60 days prior to the merger. Except for the changes listed above, the Master Declaration of Trust and Regulation of a Manulife Private Wealth Portfolio may be amended by us with written notice to each securityholder. Any amendment will become effective on the first business day 30 days after mailing the notice for the Portfolio. Certain amendments to the Master Declaration of Trust and Regulation of a Manulife Private Wealth Portfolio may also be made by us without notice to securityholders. In accordance with the terms of the Master Declaration of Trust, the trustee in its absolute discretion may terminate any of Manulife Private Canadian Equity Portfolio, Manulife Private Canadian Fixed Income Portfolio, Manulife Private International Equity Portfolio or Manulife Private U.S. Equity Portfolio with at least 60 days notice to securityholders. Manulife Canadian Equity Index Fund, Manulife International Equity Index Fund and Manulife U.S. Equity Index Fund require six months notice to securityholders to be terminated. Calculation of Net Asset Value You buy, switch or redeem a series of securities of a Portfolio at the net asset value (NAV) per security of that series. The NAV is determined for each series of a Portfolio after the close of regular trading on the Toronto Stock Exchange ( TSX ) each trading day. A trading day is any day that the TSX is open for trading or such other time as the Manager deems appropriate. If we receive your order to buy, switch or redeem before 4:00 p.m. Toronto Time on a trading day and all required money and documents are received in good order, it will be priced as of that date. Otherwise, it will be priced as of the next trading day. If the TSX closes earlier than 4:00 p.m. Toronto Time, we may impose an earlier deadline. We calculate the NAV per security for a series by adding up the assets of a Portfolio attributable to that series, subtracting the liabilities attributable to that series, and dividing the difference by the total number of securities of that series outstanding. The NAV per security will fluctuate with the value of the Portfolio s investments attributable to the series, the income received therefrom attributable to the series, and the expenses paid out of the Portfolio attributable to the series. For the purpose of this calculation: If you buy securities before the close of trading on the TSX on any trading day, they are deemed to be outstanding, and your investment is deemed to be an asset of the Portfolio, immediately after the close of trading on that day If you buy securities at or after the close of trading on the TSX on any trading day, they are deemed to be outstanding, and your investment is deemed to be an asset of the Portfolio, immediately after the close of trading on the next trading day Securities being redeemed are deemed to be outstanding until we determine their redemption value 5 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM

7 If we receive your properly completed request for redemption before the close of trading on the TSX on any trading day, the redemption value will be determined at the close of trading If we receive your properly completed request for redemption at or after the close of trading on the TSX on any trading day, the redemption value will be determined at the close of trading on the next trading day The liabilities of a Portfolio on any trading day will include management fee distributions, if applicable, if they are not payable on that day Valuation of Portfolio Securities When we calculate the NAV of a series of a Portfolio, we need to know the total assets of the Portfolio. To determine this, we must put a value on each of the securities and other assets held in the Portfolio. The following paragraphs explain how we do this. The value of any liquid assets, including: Cash on hand or on deposit Bills, demand notes and accounts receivable Prepaid expenses Cash dividends and interest declared or accrued and not yet received will be their face value, unless we determine that the fair value of an asset is different from its face value, in which case we will value the asset at a fair value determined to be reasonable by us. Bonds, debentures, notes, money market instruments and other obligations will be valued at the most recent mean of the bid and ask price or yield equivalent as obtained by us from one or more of the major market makers for such instruments and obligations. In the case of any instrument or obligation for which no price quotation is available, its value will be a fair value determined by us. The value of any security or interest in a security which is listed on a recognized public securities exchange will be the closing sale price or, if there is no closing sale price, the mean of the closing bid and ask price. The value of any unlisted security or interest in a security traded in the over-the-counter market will be the closing sale price or, if there is no closing sale price, the mean of the closing bid and ask price. The value of any security with limited or restricted resale conditions by reason of a representation, undertaking or agreement by the Portfolio or by the Portfolio s predecessor in title or by law will be the lesser of: The value of the security based on reported quotations in common use and A percentage of the market value of securities of the same class with no limited or restricted resale conditions. The percentage is equal to the acquisition cost of the restricted securities divided by the market value at the time of acquisition of unrestricted securities of the same class. A gradual taking into account of the actual value of the securities shall be made when the date on which the restrictions will be lifted is known. The value of any clearing corporation option, option on futures or over-the-counter option will be its current market value, provided that: (i) Where the option is written, the premium received will be offset by a deferred credit equal to the current market value of any option that would have the effect of closing the position (ii) Any difference resulting from revaluation will be treated as an unrealized gain or loss on investment (iii) The deferred credit will be deducted in arriving at the NAV of the Portfolio and (iv) The value of the securities which are the subject of a clearing corporation option, option on futures or over-the-counter option will be their current market value determined according to the following principles: Long positions in clearing corporation options, options on futures, over-the-counter options, debt-like securities and listed warrants shall be valued at their current market value The value of a futures contract or a forward contract on any trading day shall be the gain or loss that would be realized if the position in the futures contract or forward contract were to be closed out unless daily limits are in effect, in which case the value shall be based on the current market value of the underlying interest The total return swap contract is generally fair valued daily based upon the terms of the swap agreement that provides investors with exposure to the performance of the common shares of Manulife Financial. Should the value of the common shares of Manulife Financial purchased by the counterparties to the swap agreement suffer a reduction in value, the Portfolio will realize a loss as though the common shares of Manulife Financial were directly held by the Portfolio and the Portfolio will be required to pay to the counterparties the difference between the depreciated value of the common shares of Manulife Financial and their cost together with the financing charge. Should the value of the common shares of Manulife Financial appreciate in value, the counterparties will pay to the Portfolio the difference between the appreciated value of Manulife Financial s common shares and their cost net of the financing charge. Unless otherwise indicated, for purposes hereof, current market value means the most recently available sale price applicable to the relevant security on the principal exchange on which it is traded immediately preceding the close of trading on the TSX each trading day (typically 4:00 p.m. Toronto Time) provided that, if no sale has taken place on such trading day, the average of the bid and asked quotations immediately prior to the close of trading on the TSX on such trading day shall be used. Translation of amounts in a foreign currency to Canadian currency on any given trading day will be based on the noon rate of exchange as quoted by the Bank of Canada. We may calculate a Portfolio s NAV on a day that is not a trading day in a jurisdiction which is relevant for the purposes of valuing investments of the Portfolio. In this case, the prices or quotations as of the preceding trading day in that jurisdiction shall be used for the valuation. MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM 6

8 If we cannot apply the above principles to value a security or property, whether because no price quotations are available or for any other reason, the value of the security or property will be its fair value determined by us. In addition, the Manager implements fair value pricing with a view to deter excessive short-term trading in the Portfolios and to mitigate market timing opportunities. Fair value pricing is designed to provide a more accurate NAV by making fair value factor adjustments to quoted or published prices of the non-north American securities for significant events occurring between the earlier close of non-north American markets and the time at which NAV is determined. The NAV of a Portfolio at the close of trading on the TSX each trading day (typically 4:00 p.m. Toronto Time) is the value of the assets of the Portfolio at that time, according to the rules above, less the liabilities of the Portfolio at that time. The liabilities of a Portfolio include, without limitation, all bills, notes and accounts payable, all administrative or operating expenses payable or accrued, all contractual obligations for the payment of money or property, all allowances authorized or approved by the Manager for taxes (if any) or contingencies and all other liabilities of the Portfolio. We will determine in good faith whether such liabilities are, as applicable, series expenses or common expenses of the Portfolio. In making the calculation of the NAV for securities of each series of securities of a Portfolio, we will use the latest reported information available on each trading day. The purchase or sale of portfolio securities by a Portfolio will be reflected in the first calculation of the NAV for each series of securities of the Portfolio after the date on which the transaction becomes binding. The Manager may deviate from these valuation practices and exercise its discretion to determine the fair market value where this would be appropriate. For example, this may occur if trading in a security was suspended because of significant negative news about a company. The Manager has exercised its discretion in determining the fair market value of various securities in the past three years for example, where the securities in question were privately placed, due to market suspensions for the securities involved, or due to the securities being thinly traded. Pursuant to NI , investment funds calculate their NAV using fair value (as defined therein) for purposes of securityholder transactions. The Manager considers the policies above to result in fair valuation of the securities held by a Portfolio in accordance with NI and such policies have been approved by the Board of Directors of the Manager. Net assets of a Portfolio will continue to be calculated in accordance with Canadian generally accepted accounting principles ( GAAP ) for the purposes of its financial statements, currently resulting in the use of bid prices for long positions and ask prices for short positions, unless such value is determined to be unreliable or not readily available by the Manager, in which case the fair value will be estimated using certain valuation techniques on such basis and in such manner as may be determined by the Manager in accordance with CICA Handbook Section 3855 for such purpose. The financial statements of a Portfolio will include an explanation of the difference between the net assets per security contained in the financial statements and the NAV per security used for other purposes. The Canadian Institute of Chartered Accountants ( CICA ) Accounting Standards Board extended the deferral of the mandatory International Financial Reporting Standards ( IFRS ) changeover date for investment companies to fiscal years beginning on or after January 1, The Portfolios will adopt IFRS commencing January 1, In order to prepare for the transition to IFRS, the Manager has performed an assessment of the impact of significant accounting differences between IFRS and Canadian GAAP including the impact on business processes and systems. Currently, the Manager does not expect any significant impact to net assets from the changeover to IFRS with the main impact on IFRS on the Portfolio s financial statements being additional disclosures in the financial statements, the inclusion of a Statement of Cash Flows, the potential elimination of the difference between the Net Asset per Unit and the Net Asset Value per Unit at the financial statement reporting dates and a potential change in the presentation of Unitholders' equity. Further updates on implementation progress and any changes to reporting impacts from the adoption of IFRS will be provided during the implementation period. However, this present determination is subject to change resulting from the issuance of new standards or new interpretations of existing standards. Buying Securities Investors may only purchase Series M securities of the Portfolios if they have entered into an agreement with MPW pursuant to which MPW has been given discretionary investment authority to purchase, switch and redeem securities of the Portfolios on their behalf. Generally, investors also may only purchase Series M securities of a Portfolio if they qualify as an Exempt Purchaser. There is no limit to the number of securities you can buy. MPW is the principal distributor of Series M securities of the Portfolios. See Responsibility for Portfolio Operations Principal Distributor for more information. Paying For Your Securities Series M securities Series M securities are generally available for purchase by clients of MPW and by employees of Manulife Financial and its Canadian subsidiaries. No portion of the management fee charged to a Portfolio is borne by Series M securityholders of the Portfolio. A holder of Series M securities pays an investment management fee directly to MPW. The minimum amount and conditions attaching to the purchase of Series M securities are subject to change at the sole discretion of MPW. Processing Your Purchase Order Securities of the Portfolios may only be purchased in Canadian dollars. There are no acquisition charges or sales commissions applicable to a purchase of Series M securities of the Portfolios or on the automatic reinvestment of distributions of net income and net capital gains. All investors will, however, pay an investment management fee directly to MPW. If we receive your properly completed order by the close of regular trading on the TSX (which is typically 4:00 p.m. Toronto Time), we will process your order at the NAV per security on that date. Otherwise, we will process your order at the NAV per security on the next trading day. For reinvested distributions, the purchase price is the first NAV per security determined after distribution. See Fees and Expenses. We reserve the right to reject an order within one trading day of receiving it. If we reject your order, we will return your money immediately without interest. 7 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM

9 Switching securities A switch is the transfer of your investment money from one Portfolio to another or from one Portfolio to a Manulife Fund or a Manulife Corporate Class (or vice-versa). Securities currently held by you will be redeemed and the proceeds of redemption will be applied to the purchase of new securities. A switch from one Portfolio to another Portfolio, or from one Portfolio to a Manulife Fund or Manulife Corporate Class (or vice-versa), constitutes and has the same tax consequences as a redemption of the securities currently held and a purchase of new securities. See Income Tax Considerations. For example, if you switched from Series M securities of Manulife Private Canadian Equity Portfolio to Series M securities of Manulife Private Canadian Fixed Income Portfolio, we would redeem your Series M securities of Manulife Private Canadian Equity Portfolio and use the proceeds to buy Series M securities of Manulife Private Canadian Fixed Income Portfolio. This could result in you realizing a capital gain or capital loss on your Series M securities of Manulife Private Canadian Equity Portfolio if you hold your securities in a non-registered account. Redeeming securities MPW may redeem your investment in a Portfolio, on your behalf, in accordance with the agreement pursuant to which MPW has been given discretionary investment authority to purchase, switch and redeem Series M securities of the Portfolios. Under certain circumstances, we may require investors who are residents or citizens of the United States or any other foreign country to redeem their securities in the Portfolios, in order to comply with, or avoid issues related to the implementation of, local or foreign laws applicable to the Portfolios. Please contact MPW for more details. Processing Your Redemption Order If you want to redeem all or a part of your investment in a Portfolio, you must send a written redemption request to your MPW representative for processing on the same day that it is received. If we receive a properly completed redemption order before the close of regular trading on the TSX on any trading day, we will process the order at the applicable NAV per security on that date. Otherwise, we will process the order at the applicable NAV per security on the next trading day. The rules for redeeming your securities in a Portfolio are as follows: We will pay you within three trading days of receiving all necessary documentation and the original payment for the securities to be redeemed have cleared the Canadian banking system. We will mail a cheque to the redeeming account holder unless instructed otherwise in the redemption order If we do not receive all the documentation needed to complete the redemption order within ten (10) trading days of processing the order, we must repurchase the same number of securities that you wished to redeem. The security price may be different on the date of such repurchase from the date of processing your redemption order. If the cost of the repurchase is less than the proceeds of the original redemption order, the Portfolio keeps the difference. If the cost of the repurchase is greater than the proceeds of the original redemption order, we will pay the Portfolio the difference. We may collect this difference from you Under extraordinary circumstances, including the following, we may suspend the right to redeem securities of a Portfolio: If normal trading is suspended on a stock exchange or market on which securities or specified derivatives are traded that represent more than 50% of the Portfolio s total assets by value, or underlying market exposure, and if those securities or specified derivatives are not traded on any other exchange that represents a reasonably practical alternative for the Portfolio With the consent of the securities regulatory authorities, if we cannot determine the value of the assets of a Portfolio If we suspend trading in a Portfolio and a redemption of securities in that Portfolio had been requested, the request can be withdrawn or payment can be received based on the first NAV per security determined after the end of the suspension. We intend to observe all redemption policies that may be implemented from time to time by industry participants such as FundSERV, the provider of the transaction system used by mutual funds in Canada. Responsibility for Portfolio Operations MANAGER Manulife Mutual Funds, a division of Manulife Asset Management Limited 200 Bloor Street East North Tower 3 Toronto, Ontario M4W 1E manulifemutualfunds.ca manulifemutualfunds@manulife.com The Manager is an indirect wholly-owned subsidiary of The Manufacturers Life Insurance Company. In accordance with the master management agreement with each of the Portfolios, as Manager of the Portfolios, we: Manage the overall activities and operations of the Portfolios Provide or arrange for investment management and administrative services for the Portfolios including, but not limited to, all investment services and all services related to issuing, distributing and redeeming securities of each Portfolio. Certain of such administrative services may be provided from countries outside of Canada. Provide all necessary information to securityholders of each Portfolio MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM 8

10 The management agreement will continue in effect unless terminated by a Portfolio or by us with 90 days prior written notice to the other party and to securityholders or by the Trustee upon certain events of default by the Manager. In accordance with applicable securities legislation, the appointment of any successor manager (who is not an affiliate of the Manager) must be approved by the securityholders of the Portfolio and by the securities commission or other regulatory authority in each province and territory of Canada. The names and municipalities of residence, position and principal occupation of each of the directors and executive officers of the Manager acting in connection with the Portfolios are as follows: Directors and executive officers of MAML Name and municipality of residence Office with MAML Principal occupation Jacqueline Allard Toronto, Ontario Richard B. Coles Toronto, Ontario Barry H. Evans Needham, Massachusetts J. Roy Firth Toronto, Ontario Bruce Gordon Waterloo, Ontario Paul Lorentz Waterloo, Ontario Paul Rooney Kitchener, Ontario Warren Thomson Toronto, Ontario James den Ouden Kitchener, Ontario Martin Guest Toronto, Ontario Sheila Hart Carlisle, Ontario Bernard Letendre Toronto, Ontario Jennifer Mercanti Oakville, Ontario Joanne Keigan Dartmouth, Nova Scotia Alex Lucas Waterloo, Ontario Director Director Director Director and Chairman Director Director Director Director, Chief Executive Officer, Ultimate Designated Person and President Chief Financial Officer Chief Compliance Officer, General Counsel and Secretary Vice President Vice President and Managing Director, Manulife Private Wealth Associate General Counsel and Assistant Secretary Vice President Vice President Senior Vice President, Head of Operations & Chief Information Officer, Manulife Financial - Investment Division Retired executive President, Manulife Asset Management - North America, and Manulife Asset Management's Global Chief Investment Officer, Asset Allocation Retired executive Retired executive Executive Vice President and General Manager, Retail Markets, Manulife Financial Senior Executive Vice President & Chief Operating Officer, MLI and Manulife Financial Senior Executive Vice President and Chief Investment Officer, MLI and Manulife Financial, Chairman and Chief Executive Officer, Manulife Asset Management Assistant Vice President, Finance, Manulife Financial and Chief Financial Officer, MAML Vice President and Chief Counsel, Retail Markets, Banking and Advisory Services, Manulife Financial Vice President and Chief Financial Officer, Retail Markets, Manulife Financial Vice President and Managing Director, Manulife Private Wealth, MAML Assistant Vice President and Chief Counsel, Manulife Investments, Lead Counsel, Retail Markets, Manulife Financial Vice President Administration and Support, Manulife Financial Vice President, Product and Development, Retail Markets, Manulife Financial Except as indicated below, each of the directors and executive officers listed above holds the office noted opposite his or her name or has held a similar office in a predecessor company or an affiliate during the five years preceding the date of this annual information form. Ms. Jennifer Mercanti joined Manulife Financial in September 2009 as Associate Counsel and became Assistant Vice President and Chief Counsel in June Prior to joining Manulife Financial, Ms. Mercanti worked as Associate Counsel at AIC Limited starting in October Mr. James den Ouden has been employed by Manulife Financial since 1995, holding positions of increasing responsibility in both the Canadian and Corporate divisions. Since 2005, Mr. den Ouden has been the Assistant Vice President responsible for Corporate Division expenses, and then Total Company expenses and Total Company Management Reporting before moving to Canadian Division in 2009 as the Assistant Vice President Accounting Control in Manulife Investments. In late 2010, Mr. den Ouden was appointed the Chief Financial Officer for Manulife Asset Management Limited. Mr. Martin Guest joined Manulife Financial in May Between 2008 and that time, he was a partner at Torys LLP. Prior to joining MAML in August 2011, Mr. Bernard Letendre was Regional Vice President, Eastern Canada, Wealth Management with Manulife Financial between 2009 and In 2009, Mr. Letendre was Vice President, Financial Strategy at Réseau Sélection. From 2004 to 2009, Mr. Letendre was Vice President and Managing Director, Quebec, BMO Harris Private Banking at BMO Financial Group. Ms. Jacqueline Allard joined the MAML Board of Directors in December Currently, Ms. Allard is Senior Vice President, Head of Operations & Chief Information Officer, in Manulife Financial's Investment Division, having been with the company since Among other duties, this includes responsibility for all investment operations and information technology functions at Manulife Asset Management worldwide. In March 2013, Ms. Allard was appointed a Director of Manulife Asset Management (US) LLC. Prior to March 2013, Ms. Allard was President, Manulife Asset Management Canada, a division of MAML, and Global Chief Operating Officer for Manulife Asset Management. Ms. Allard joined MAML in 2008 from State Street Corporation, where she was Senior Vice President and Regional Head of State Street's Global Technology Services (Americas). 9 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM

11 Mr. Barry H. Evans joined the MAML Board of Directors in March In addition to his role as a Director of MAML, Mr. Evans is currently President, Manulife Asset Management - North America, and Manulife Asset Management's Global Chief Investment Officer, Asset Allocation. Among other duties, Mr. Evans is also Director, Chairman and President of Manulife Asset Management (US) LLC. Prior to March 2013, Mr. Evans was Manulife Asset Management's Global Chief Investment Officer, Fixed Income. He has been with entities now affiliated with Manulife Financial since Mr. Warren Thomson was appointed President, Chief Executive Officer and Ultimate Designated Person early in However, Mr. Thomson has had various roles at Manulife since 2001, including Director of MAML, a position he has held since October Ms. Joanne Keigan was appointed Vice President of MAML in June However, Ms. Keigan has had various roles at Manulife Financial, including Vice President, Group Operations from April 2004 to March She has been Vice President, Administration and Support since March Mr. Alex Lucas was appointed Vice President of MAML in June However, Mr. Lucas has had various roles at Manulife Financial since 2007 including his current role of Vice President, Product and Development, Retail Markets. Manulife Financial is a Canadian-based financial services organization with principal operations in Asia, Canada and the United States. Manulife Asset Management is the global division of Manulife Financial that provides comprehensive asset management solutions for institutional investors and investment funds in key markets around the world. PORTFOLIO ADVISOR AND SUB-ADVISORS As primary portfolio advisor, MAML maintains responsibility for the overall management of the investment portfolio of the Portfolios at all times. The Second Amended and Restated Portfolio Advisor for MAML to provide investment advisory services for the Portfolios is dated July 23, 2012, as amended October 5, 2012, December 14, 2012, June 7, 2013 and June 28, A party may terminate the agreement with 90 days' written notice. We have retained the portfolio sub-advisors listed below to: Provide investment analysis and recommendations Make investment decisions and Arrange for the acquisition and disposition of portfolio investments, including all necessary brokerage arrangements for each of the following Portfolios. In return for their services, we pay the portfolio advisor and sub-advisors a fee. Investment decisions made by the portfolio advisor are not subject to the oversight, approval or ratification of any committee. Manulife Private International Equity Portfolio and Manulife Private U.S. Equity Portfolio Manulife Asset Management (US) LLC Boston, MA, U.S.A. Our amended and restated agreement with Manulife Asset Management (US) LLC to provide investment advisory services for a portion of the investment portfolios of Manulife Private International Equity Portfolio and Manulife Private U.S. Equity Portfolio is dated March 22, 2012, as amended May 29, 2012, July 3, 2012, July 23, 2012, October 5, 2012, December 14, 2012, June 7, 2013 and June 28, Either party may terminate the agreement with 30 days written notice. You should be aware that there may be difficulty enforcing any legal rights against Manulife Asset Management (US) LLC as it is resident, and all or substantially all of its assets are situated, outside Canada. The following individuals are principally responsible for the day-to-day investment decisions of a material portion of the portfolio of the indicated Portfolio: Portfolio Name of Individual Title Length of Service Manulife Canadian Equity Index Fund Carson Jen Senior Managing Director and Senior Portfolio Manager, MAML Since 2000 Ashikhusein Shahpurwala Senior Portfolio Manager, MAML Since 2007 Manulife International Equity Index Fund Carson Jen Senior Managing Director and Senior Portfolio Manager, MAML Since 2000 Ashikhusein Shahpurwala Senior Portfolio Manager, MAML Since 2007 Manulife Private Canadian Equity Portfolio Alan Wicks Senior Managing Director and Senior Portfolio Manager, MAML Since 1996 Jonathan Popper Managing Director and Portfolio Manager, MAML Since 1999 Conrad Dabiet Managing Director and Portfolio Manager, MAML Since 2003 Manulife Private Canadian Fixed Income Portfolio Terry Carr Hosen Marjaee Senior Managing Director and Head of Canadian Fixed Income, MAML Senior Managing Director and Senior Portfolio Manager, Canadian Fixed Income, MAML Manulife Private International Equity Portfolio Wendell Perkins Senior Managing Director and Senior Portfolio Manager, Manulife Asset Management (US) LLC Ed Maraccini Managing Director and Portfolio Manager, Manulife Asset Management (US) LLC Margaret McKay Managing Director and Portfolio Manager, Manulife Asset Management (US) LLC Since 2002 Since 2005 Since 2011 Since 2011 Since 2011 MANULIFE PRIVATE WEALTH ANNUAL INFORMATION FORM 10