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

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1 NOTICE OF SPECIAL MEETINGS AND MANAGEMENT INFORMATION CIRCULAR FOR THE SECURITYHOLDERS OF Manulife Special Opportunities Class Manulife U.S. All Cap Equity Class Manulife U.S. Large Cap Equity Class Manulife Short Term Yield Class Manulife U.S. Opportunities Class (each a class of Manulife Investment Exchange Funds Corp. and collectively, the Manulife Corporate Classes ) - and- Standard Life Short Term Yield Class Standard Life Canadian Bond Class Standard Life Corporate Bond Class Standard Life Monthly Income Class Standard Life Dividend Income Class Standard Life Canadian Dividend Growth Class Standard Life U.S. Equity Value Class Standard Life Global Dividend Growth Class Standard Life Global Equity Class Standard Life Emerging Markets Dividend Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class Standard Life Growth Portfolio Class Standard Life Dividend Growth & Income Portfolio Class (each a class of Standard Life Corporate Class Inc. and collectively, the Standard Life Corporate Classes ) -and- Manulife U.S. Large Cap Equity Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Short Term Bond Fund Manulife Emerging Markets Debt Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Value Fund Standard Life Emerging Markets Dividend Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Fund Standard Life European Equity Fund (collectively, the Trust Funds )

2 (the Manulife Corporate Classes, the Standard Life Corporate Classes and the Trust Funds collectively, the Funds and individually, a Fund ) To be held concurrently on Thursday November 5 th commencing at 10:00 a.m. (Toronto time) at 200 Bloor Street East, South Tower, Ross ABC Room, Toronto, Ontario M4W 1E5 October 13, 2015

3 TABLE OF CONTENTS NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS OF THE FUNDS... 1 MANAGEMENT INFORMATION CIRCULAR... 5 PURPOSE OF THE MEETINGS PROPOSED CORPORATE CONTINUATION AND AMALGAMATION... 7 Benefits of the Amalgamation... 9 Procedures for the Amalgamation Approvals for the Continuation and the Amalgamation PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT OBJECTIVES Approvals for the investment objective changes PROPOSED MERGERS Reasons for the Proposed Fund Mergers COMPARISON OF EACH TERMINATING FUND WITH ITS CORRESPONDING CONTINUING FUND Merger of Standard Life Balanced Fund into Manulife Canadian Opportunities Balanced Fund Merger of Manulife U.S. Large Cap Equity Fund into Manulife U.S. All Cap Equity Fund Merger of Manulife Global Focused Class into Standard Life Global Equity Class Merger of Standard Life U.S. Equity Value Class into Manulife U.S. All Cap Equity Class Merger of Manulife U.S. Large Cap Equity Class into Manulife U.S. All Cap Equity Class Merger of Manulife Special Opportunities Class into Manulife U.S. All Cap Equity Class Merger of Standard Life Short Term Bond Fund into Manulife Short Term Bond Fund Merger of Standard Life Global Bond Fund into Manulife Strategic Investment Grade Global Bond Fund Merger of Standard Life Canadian Equity Fund into Standard Life Dividend Income Fund Merger of Standard Life Emerging Markets Debt Fund into Manulife Emerging Markets Debt Fund Merger of Standard Life European Equity Fund into Manulife World Investment Fund Merger of Manulife Canadian Conservative Balanced Fund into Standard Life Diversified Income Fund Merger of Standard Life Canadian Equity Value Fund into Manulife Dividend Income Fund Merger of Standard Life Short Term Yield Class into Manulife Short Term Yield Class Merger of Standard Life Corporate Bond Class into Standard Life Corporate Bond Fund Merger of Standard Life Canadian Bond Class into Manulife Bond Fund Merger of Standard Life Conservative Portfolio Class into Standard Life Conservative Portfolio Merger of Standard Life Moderate Portfolio Class into Standard Life Moderate Portfolio PROCEDURES FOR THE MERGERS Procedures for the Corporate Mergers Procedures for the Trust to Trust Mergers Procedures for the Corporate to Trust Mergers INTEREST OF MANULIFE ASSET MANAGEMENT LIMITED IN THE PROPOSED MERGERS Approvals for the Corporate Mergers Approvals for the Trust to Trust Mergers Approvals for the Corporate to Trust Mergers CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE PROPOSED AMALGAMATION AND FUND MERGERS Redemption Before Amalgamation and Merger Tax Consequences of Amalgamation Tax Consequences of Mergers Corporate Mergers... 72

4 Trust to Trust Mergers Corporate to Trust Mergers Tax Consequences of Investing in Continuing Funds Eligibility for Registered Plans Harmonized Sales Tax (HST) And Quebec Sales Tax (QST) VOTING PROCEDURES AND PROXIES Securities Held through Intermediaries Voting Securities and Principal Holders Thereof DISSENT RIGHTS AUDITOR GENERAL SCHEDULE A... i Amalgamation Agreement... i SCHEDULE B... ii Continuance Resolutions... ii SCHEDULE C... iii Amalgamation Resolutions... iii SCHEDULE D... iv INVESTMENT OBJECTIVE CHANGES... IV Resolution of Securityholders of Manulife Value Fund... iv Resolution of Securityholders of Manulife U.S. Opportunities Class... v Resolution of Securityholders of Standard Life Emerging Markets Dividend Fund... vi Resolution of Securityholders of Standard Life Emerging Markets Dividend Class... vii SCHEDULE E... viii CORPORATE MERGER RESOLUTIONS... VIII Resolution of Securityholders... viii SCHEDULE F... x TRUST TO TRUST MERGER RESOLUTIONS... X Resolution of Securityholders... x SCHEDULE G... xii CORPORATE TO TRUST MERGER RESOLUTIONS... XII Resolution of Securityholders... xii SCHEDULE H... xiv SCHEDULE I... xv SCHEDULE J... xviii SCHEDULE K... xxii SCHEDULE L... xxiii

5 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 Ross ABC Room, 200 Bloor Street East, South Tower, Toronto, Ontario, M4W 1E5 on Thursday, November 5, 2015 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 Thursday, November 12, 2015 at 10:00 a.m. (Toronto time). The Meetings are being convened for the following purposes: 1. Corporate Continuance: To seek the approval of the securityholders of Standard Life Corporate Class Inc. ( SLCCI ) to continue as a corporation under the Business Corporations Act (Ontario) (the Continuation ), in connection with its proposed amalgamation with Manulife Investment Exchange Funds Corp. ( MIX Corp. ) on the basis and as described in the accompanying Management Information Circular (the Information Circular ). 2. Corporate Amalgamation: If the Continuation is approved, to seek the approval of the securityholders of SLCCI for its amalgamation with MIX Corp. (the Amalgamation ) on substantially the terms set out in the form of amalgamation agreement attached to the Information Circular. 3. Changes to Fundamental Investment Objectives of Certain Funds: To seek the approval of securityholders of each Fund listed below for a change in the fundamental investment objective of each such Fund on the basis and as described in the Information Circular (together, the Investment Objective Changes ): Manulife Value Fund Manulife U.S. Opportunities Class Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Class 4. Mergers To seek the approval of securityholders of each of the following terminating funds: Standard Life Corporate Bond Class, Standard Life Canadian Bond Class, Standard Life Conservative Portfolio Class, Standard Life Moderate Portfolio Class, Manulife U.S. Large Cap Equity Fund, Manulife U.S. Large Cap Equity Class, Manulife Special Opportunities Class, Standard Life Canadian Equity Fund, Standard Life European Equity Fund, Manulife Canadian Conservative Balanced Fund, and Standard Life Canadian Equity Value Fund (each a Terminating Fund ), and each of the following continuing funds: Manulife Short 1

6 Term Yield Class, Manulife Canadian Opportunities Balanced Fund, Standard Life Global Equity Class, Manulife U.S. All Cap Equity Class, Manulife Short Term Bond Fund, Manulife Strategic Investment Grade Global Bond Fund, and Manulife Emerging Markets Debt Fund (each a Continuing Fund ) for the mergers shown in the chart below, and on the basis as described in the Information Circular (the Mergers ). Terminating Fund Standard Life Balanced Fund Manulife U.S. Large Cap Equity Fund Manulife Global Focused Class Standard Life U.S. Equity Value Class Manulife U.S. Large Cap Equity Class Manulife Special Opportunities Class Standard Life Short Term Bond Fund Standard Life Global Bond Fund (formerly Standard Life International Bond Fund) Standard Life Canadian Equity Fund Standard Life Emerging Markets Debt Fund Standard Life European Equity Fund Manulife Canadian Conservative Balanced Fund Standard Life Canadian Equity Value Fund Standard Life Short Term Yield Class Standard Life Corporate Bond Class Standard Life Canadian Bond Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class Continuing Fund Manulife Canadian Opportunities Balanced Fund Manulife U.S. All Cap Equity Fund Standard Life Global Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Manulife Short Term Bond Fund Manulife Strategic Investment Grade Global Bond Fund Standard Life Dividend Income Fund Manulife Emerging Markets Debt Fund Manulife World Investment Fund Standard Life Diversified Income Fund Manulife Dividend Income Fund Manulife Short Term Yield Class Standard Life Corporate Bond Fund Manulife Bond Fund Standard Life Conservative Portfolio Standard Life Moderate Portfolio 5. Other Business: 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 are set out in the Schedules to the Information Circular. Securityholders of record of each Fund at the close of business on October 1, 2015 will be entitled to vote at the Meeting of such Fund. 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 2800 Stn. LCD, Malton, Mississauga, Ontario L5T 2T7. In lieu of delivery by mail or 2

7 courier, a completed form of proxy may be faxed to (English) or (French). 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 5:00 p.m. (Toronto Time) on Tuesday, November 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, a properly completed form of proxy or your voting instructions, if provided electronically or telephonically, must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Special Meeting, or with the Chairman of the Special Meeting prior to commencement of the Special Meeting. The Manager of the Funds recommends that securityholders vote FOR (1) the Continuation; (2) the Amalgamation; (3) the Investment Objective Changes; and (4) the Mergers. The Independent Review Committee of each of the Funds has reviewed the potential conflict of interest matters related to the proposed matters and has provided a favourable recommendation having determined that the proposed matters, if implemented, achieve a fair and reasonable result for each of the Funds. Registered securityholders of record of certain of the Funds have the right to dissent in respect of certain of the proposals. Dissent rights are described more fully in the accompanying Information Circular. Failure to strictly comply with the dissent procedures prescribed under Section 190 of the CBCA and Section 185 of the OBCA, as applicable, may result in the loss or unavailability of the right to dissent. 3

8 DATED at Toronto, Ontario this 13 th day of October, By order of the Board of Directors of Manulife Investment Exchange Funds Corp. Bernard Letendre Bernard Letendre Director By order of the Board of Directors of Standard Life Corporate Class Inc. Yanic Chagnon Yanic Chagnon Director By order of the Board of Directors of Manulife Asset Management Limited (as manager of the Funds) Anick Morin Anick Morin Associate General Counsel and Assistant Secretary 4

9 MANAGEMENT INFORMATION CIRCULAR October 13, 2015 Manulife Special Opportunities Class Manulife U.S. All Cap Equity Class Manulife U.S. Large Cap Equity Class Manulife Short Term Yield Class Manulife U.S. Opportunities Class (each a class of Manulife Investment Exchange Funds Corp. and collectively, the Manulife Corporate Classes ) - and- Standard Life Short Term Yield Class Standard Life Canadian Bond Class Standard Life Corporate Bond Class Standard Life Monthly Income Class Standard Life Dividend Income Class Standard Life Canadian Dividend Growth Class Standard Life U.S. Equity Value Class Standard Life Global Dividend Growth Class Standard Life Global Equity Class Standard Life Emerging Markets Dividend Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class Standard Life Growth Portfolio Class Standard Life Dividend Growth & Income Portfolio Class (each a class of Standard Life Corporate Class Inc. and collectively, the Standard Life Corporate Classes ) -and- Manulife U.S. Large Cap Equity Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Short Term Bond Fund Manulife Emerging Markets Debt Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Value Fund Standard Life Emerging Markets Dividend Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Fund Standard Life European Equity Fund (collectively, the Trust Funds ) (the Manulife Corporate Classes, the Standard Life Corporate Classes and the Trust Funds collectively, the Funds and individually, a Fund ) 5

10 The information contained in this Management Information Circular ( Information Circular ) is provided by Manulife Investments, a division of Manulife Asset Management Limited (the Manager ), in connection with the solicitation of proxies by management of the Manager on behalf of the Funds and the Board of Directors of Manulife Investment Exchange Funds Corp. in respect of the Manulife Corporate Classes and of Standard Life Corporate Class Inc. in respect of the Standard Life Corporate Classes, to be used at the special meetings (collectively, the Meetings and individually a Meeting ) of the securityholders of the Funds. The Meetings are to be held concurrently on November 5, 2015 at 10:00 a.m. (Toronto Time) at the offices of the Manager, 200 Bloor Street East, South Tower, Ross ABC Room, Toronto, Ontario M4W 1E5 for the purposes outlined in the Notice attached to this Information Circular. If the Meeting in respect of any Fund is adjourned, the adjourned Meeting will be held on November 12, 2015 at 10:00 a.m. (Toronto Time) at the offices of the Manager, 200 Bloor Street East, South Tower, Ross ABC Room, Toronto, Ontario M4W 1E5. Quorum for each Meeting is two securityholders present in person or represented by proxy. We anticipate that the solicitation of proxies will principally be done by mail 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 September 30, The Manager is sending proxy-related materials directly to non-objecting beneficial owners of the Funds. An intermediary has been retained and will be paid to send the proxy-related materials to objecting beneficial owners. 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 forward-looking 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 forwardlooking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. 6

11 PURPOSE OF THE MEETINGS 1. PROPOSED CORPORATE CONTINUATION AND AMALGAMATION Standard Life Corporate Class Inc. and Manulife Investment Exchange Funds Corp. (together, the Corporations and each a Corporation ) are each a mutual fund corporation. Each Corporation is a multi-class mutual fund corporation, with each class of mutual fund shares representing a separate mutual fund with a separate investment objective. The classes currently offered by the Corporations are collectively referred to in this Proposed Corporate Continuation and Amalgamation section as the Funds and individually as a Fund and Standard Life Corporate Class Inc. is referred to as SLCCI and Manulife Investment Exchange Funds Corp. as MIX Corp.. The Manager is proposing that each of the outstanding classes of the Corporations become separate classes of an amalgamated multi-class mutual fund corporation pursuant to an amalgamation of the Corporations (the Amalgamation ) under the Business Corporations Act (Ontario) (the OBCA ). The newly amalgamated corporation ( Amalco ) will also be called Manulife Investment Exchange Funds Corp.. The Manager believes that the Amalgamation offers benefits to shareholders of all of the Manulife Corporate Classes and Standard Life Corporate Classes as described below under Reasons for the Proposed Amalgamation and Benefits of the Amalgamation. In accordance with applicable law, in order for an amalgamation to proceed, both amalgamating corporations must be governed by the laws of the same jurisdiction. SLCCI is a corporation formed under the laws of Canada, in accordance with the Canada Business Corporations Act (the CBCA ), by articles of incorporation dated December 28, 2009, as amended, whereas MIX Corp. is a corporation formed under the laws of Ontario, in accordance with the OBCA, by articles of amalgamation dated October 23, 2010, as amended. The securityholders of SLCCI are therefore being asked to approve the continuation of SLCCI under the laws of Ontario (the Continuation and together with the Amalgamation, the Amalgamation Transaction ) so that the Amalgamation can proceed under the OBCA. Provided all necessary approvals are obtained, including the required securityholder approval, the Continuation is expected to become effective prior to the Amalgamation and the Amalgamation is expected to become effective at the earliest moment on or about November 21, Securities of the Funds that comprise SLCCI are, as of the date hereof, offered for sale pursuant to a Simplified Prospectus, Annual Information Form, and Fund Facts each dated October 30, 2014, and each as amended. Securities of the Funds that comprise MIX Corp. are, as of the date hereof, offered for sale pursuant to a Simplified Prospectus, Annual Information Form, and Fund Facts each dated July 31, 2015, and each as amended. Reasons for the Proposed Continuation As noted above, the Continuation is a necessary first step in order to ultimately complete the Amalgamation. If approved, the Continuation will result in SLCCI being governed by the laws of Ontario. The Amalgamation can then proceed under the OBCA. Although the rights of shareholders under the OBCA are in many instances comparable to those under the CBCA, there are certain differences. See Schedule L for a comparison of these rights. The Continuation requires the approval of two-thirds of the votes cast by the securityholders of SLCCI. If approved by shareholders, the Continuation will become effective by the filing of Articles of Continuance with the Ministry of Government Services (Ontario) and the receipt of a Certificate of Continuance therefrom. 7

12 Reasons for the Proposed Amalgamation The Amalgamation will not change the fundamental nature of each Fund at the time of Amalgamation. The key features of the Amalgamation and of Amalco are as follows: One for One Exchange Ratio - Each existing security (or fraction thereof) of each class and series of each of the Corporations will be exchanged for one security (or fraction thereof) of the same class and series of Amalco except that each special voting share (or fraction thereof) of SLCCI will be exchanged for common voting shares (or fraction thereof) of Amalco having the same aggregate value. Identical Net Asset Values and Valuation Practices - Each mutual fund share of Amalco issued on the Amalgamation will have a net asset value per share of the relevant series of the relevant class of the relevant Corporation that is identical to the net asset value per share as at the moment immediately prior to the Amalgamation. In addition, the valuation policies and practices of Amalco will be the same as the current valuation policies and practices of the Corporations. Same Fund Names 1 - The name of each outstanding class of SLCCI and MIX Corp. will be the same name of the class of Amalco into which such class will be exchanged, except for the special voting shares of SLCCI mentioned above. Identical Investment Objectives and Portfolios - Each class of Amalco will have the identical investment objective, investment strategy and portfolio assets referable to the class as the class of the relevant Corporation for which it was exchanged. Additional information about the portfolio assets of an existing Fund is available in the Fund s most recently filed financial statements. You can obtain a free copy of these documents, at your request, and at no cost by calling us toll-free at , by faxing us at , from your dealer or on our website at or at Identical Fees and Expenses - Each class of Amalco will have the identical management and other fees per series as the class and series of the relevant Corporation for which it was exchanged. The expenses attributable to a particular class will continue to be borne by that class and allocated amongst the series based on current allocation practices. To the extent that expenses are common to Amalco, such expenses will be shared amongst the classes based on their respective net asset values. While each class of Amalco will have its own investment objective and own fees and expenses, which are tracked separately, there is a risk that the expenses or liabilities of one class may affect the value of the other classes of Amalco. If one class is unable to pay its expenses, Amalco as a whole is legally responsible for covering the shortfall. Identical Manager, Portfolio Managers and Advisors and Other Service Providers Each class of Amalco will have Manulife Investments as the Manager, and will have, at the time of the Amalgamation, the identical portfolio manager, portfolio advisor and/or portfolio sub-advisor, as applicable, custodian and auditor as the class of the relevant Corporation for which it will be exchanged. Similar Rights and Procedures for Issuance and Redemptions of Shares - There will be no change in the rights and procedures for the issuance and redemption of securities of Amalco from those of either Corporation. 1 Please refer to Schedule K for details on upcoming name changes to certain of the Continuing Funds, which are anticipated to be effective on or about November 13,

13 Amalco as a Single Taxpayer - A multi-class mutual fund corporation, such as Amalco, is a single legal entity for tax purposes. A mutual fund corporation is not taxed on a class by class basis. Consequently, all revenues, deductible expenses, capital gains and capital losses of Amalco in connection with all of Amalco s investment portfolios and other items relevant to Amalco s tax position (including the tax attributes of Amalco s portfolio assets) will be taken into account in determining the income or loss of Amalco and applicable taxes payable by Amalco as a whole, including refundable capital gains taxes. For example, capital losses of one Fund may be applied against capital gains of another Fund in determining any capital gains taxes payable by Amalco as a whole. For a more complete description of the taxation of a multi-class mutual fund corporation, see Income Tax Considerations in the annual information form of the Funds dated October 30, 2014, as amended, for the Standard Life Corporate Classes, and July 31, 2015, as amended, for the Manulife Corporate Classes, each of which are available at and Dividend Policy of Amalco - As a result of the single taxpayer status of Amalco, if, as and when dividends of Amalco are declared, they will generally be declared amongst the classes of Amalco at the sole discretion of Amalco s board of directors acting on a reasonable basis based upon the recommendation of the Manager. Dividends will not be paid at regular times. Amalco s board of directors will determine when and if a dividend is paid based upon the recommendation of the Manager. Amalco may pay ordinary dividends or capital gains dividends. Amalco may also make distributions of return of capital. Each outstanding class of MIX Corp. will have the same distribution and dividend policy as the relevant class of Amalco into which such class will be exchanged. Like MIX Corp., the taxation year end of Amalco will be April 30. As a result, each outstanding class of SLCCI will, after the Amalgamation, distribute ordinary dividends at the end of April or at the discretion of the board of directors of Amalco, rather than at the end of November or at the discretion of the board of directors of SLCCI. Each outstanding class of SLCCI will distribute capital gains dividends in May or June, rather than in January or February, after the Amalgamation. Additional information on existing series of each Fund For a further description of the existing series available for each Fund, investment objectives and strategies, manager, portfolio managers, advisors and sub-advisors, other service providers, management and other fees and expenses, dividend and distribution policies and valuation policies of each Fund, which will remain identical unless otherwise noted above, see the Simplified Prospectus and Annual Information Form of the Funds dated October 30, 2014, as amended, for Standard Life Corporate Classes, and July 31, 2015, as amended, for Manulife Corporate Classes, which are available at and The Manager believes that the Amalgamation is in the best interests of the securityholders of the Corporations. The following outlines our reasons and rationale for recommending the Amalgamation to securityholders of SLCCI. We encourage you to review this information and support our initiatives by voting in favour of the Amalgamation at the Special Meeting or when returning your proxy. Benefits of the Amalgamation Providing Greater Flexibility One of the primary benefits of investing in corporate mutual funds is the ability to switch from one mutual fund to another mutual fund within the same corporate structure on a tax-deferred rollover basis without realizing a capital gain or loss on the switch as long as your securities are capital property to you. By amalgamating the Corporations into one corporate entity, this will combine the Funds under one corporate entity. This will provide investors with greater flexibility as they will have the option to switch between more Funds on a tax-deferred basis. 9

14 Eliminating Redundancy In the opinion of the Manager, the Corporations offer mutual funds that have similar investment mandates and would generally attract the same types of investors. As a result, by combining the two entities, the Amalgamation will allow for certain Fund mergers to be completed on a tax-deferred basis as described further in this Information Circular. These proposed corporate Fund mergers are expected to reduce duplication and redundancy across the Manulife Investments fund line-up and potentially reduce the administrative and regulatory operating costs and expenses associated with each continuing fund. Providing for Greater Tax Deferral of Capital Gains by Investors Like switching between the Funds within each of the Corporations, investors will continue to be able to switch between Funds of Amalco on a tax-deferred basis without realizing capital gains or capital losses on the switch. Procedures for the Amalgamation SLCCI is authorized to issue 1,000 special classes of non-voting mutual fund shares each issuable in a maximum of 100 series consisting of an unlimited number of shares and an unlimited number of special voting shares. Currently, the sole special voting share of SLCCI is held by Standard Life Corporate Class Trust. MIX Corp. is authorized to issue an unlimited number of voting common shares and 1,000 special classes of non-voting mutual fund shares, each issuable in series consisting of an unlimited number of shares. All of the voting common shares of MIX Corp. are held by Manulife Investment Exchange Funds Trust. Like MIX Corp., the articles of Amalco will authorize an unlimited number of voting common shares and 1,000 special classes of non-voting mutual fund shares, each issuable in series consisting of an unlimited number of shares. The authority to issue additional classes in the future enables the Manager to respond quickly to meet investors needs for mutual funds with new investment objectives. For full details on the rights attaching to the shares of Amalco, see Annex I to the Amalgamation Agreement which is attached as Schedule A to this Information Circular. If the Continuation is approved and implemented, the Amalgamation will be structured as follows: (i) (ii) The Corporations will enter into an Amalgamation Agreement substantially in the form attached as Schedule A to this Information Circular. A resolution will be signed by each Board of Directors of the Corporations approving the Amalgamation. (iii) Shareholders of SLCCI will be asked to approve the Amalgamation on the basis of the Amalgamation Agreement and the other matters set out in the special resolutions in respect of the Amalgamation (the Amalgamation Resolutions ) attached as Schedule C. (iv) A resolution will be signed by each of the trustees of Standard Life Corporate Class Trust and The Manulife Investment Exchange Funds Trust approving the completion of the Amalgamation. (v) Articles of Amalgamation will be filed with the Ministry of Government Services to allow for the completion of the Amalgamation. 10

15 (vi) Each mutual fund share of Amalco issued on the Amalgamation will have a net asset value per share of the relevant series of the relevant class of the relevant Corporation that is identical to the net asset value per share as at the moment immediately prior to the Amalgamation. (vii) The articles of Amalco will authorize 1,000 special classes of non-voting mutual fund shares each issuable in series consisting of an unlimited number of shares as determined by the Manager. Amalco currently intends to offer 45 classes of non-voting mutual fund shares, being all of the existing classes of SLCCI and MIX Corp. set forth in the prospectuses of the Funds at the time of Amalgamation subject to the proposed fund mergers described therein. (viii) The rights, privileges, restrictions and conditions of each of the classes of mutual fund shares of Amalco will be substantially similar to those of the existing classes of mutual fund shares of MIX Corp., including: a. The right to one vote per share of each class as provided by applicable corporate and securities laws, except with respect to matters for which only holders of another class or series of shares are entitled to vote separately as a class or series; b. The right to receive dividends or distributions (including return of capital distributions), if, as and when declared by the board of directors of Amalco; c. The right to participate in a liquidation, dissolution or wind-up of Amalco or other distribution of the assets of Amalco among its shareholders for the purpose of winding-up its affairs; and d. The right to redeem securities at the net asset value per security of the relevant series of the relevant class. (ix) Manulife Investment Exchange Funds Trust will exchange each common share (or fraction thereof) of MIX Corp. on a tax-deferred basis for one common share (or fraction thereof) of Amalco. (x) Standard Life Corporate Class Trust will exchange each special voting share (or fraction thereof) of SLCCI on a tax-deferred basis for common voting shares (or fraction thereof) of Amalco having the same aggregate value. (xi) Each issued and outstanding mutual fund share of SLCCI will be exchanged for one (or a fraction thereof) equivalent mutual fund share of Amalco. (xii) Each issued and outstanding mutual fund share of MIX Corp. will be exchanged for one (or a fraction thereof) equivalent mutual fund share of Amalco. The Amalgamation will not be effective unless approved by a two-thirds majority of the votes cast by the shareholders of SLCCI voting as a whole at the relevant Meeting. Notwithstanding the receipt of securityholder approval, the Manager may, in its discretion, decide not to proceed with, or delay, the proposed Amalgamation for any reason. If approved, the Corporations are intended to be amalgamated at the earliest moment on or about November 21, 2015 by filing articles of amalgamation under the OBCA. 11

16 Prior to the Amalgamation, in order to minimize each Corporation s tax liability, the Corporations will determine to either declare and pay ordinary dividends and/or capital gains dividends, if any, in accordance with their respective dividend policies to shareholders of record prior to giving effect to the Amalgamation or to have the Corporations accrue any taxes in lieu of such dividends, having regard to the materiality thereof. As it is expected that there will be an acquisition of control of SLCCI for purposes of the Income Tax Act (Canada) (the Tax Act ) on the Amalgamation, unused capital losses of SLCCI will expire on the Amalgamation but any of its securityholders with accrued losses on their securities will continue to retain such losses which they may realize and use to offset capital gains after the Amalgamation.. It is expected that the Amalgamation will not result in an acquisition of control of MIX Corp. with the result that its unused capital losses for purposes of the Tax Act will be carried forward and, subject to the detailed rules of the Tax Act, be available to be used against capital gains realized by Amalco after the Amalgamation. Securityholders of MIX Corp. with accrued losses on their securities will continue to have such losses which they may realize and use to offset capital gains after the Amalgamation. Immediately after the Amalgamation, the management agreements, portfolio advisory agreements, custodian agreements and any other agreements of the Corporations will be assumed or replaced with agreements of Amalco having identical terms to those of MIX Corp. The by-laws of Amalco will be the same as the by-laws of MIX Corp. None of the Funds will bear any of the costs and expenses associated with the Amalgamation. Such costs will be borne by the Manager. These costs may include legal and accounting fees, proxy solicitation, printing and mailing costs, regulatory fees, and back-office system conversion costs. RECOMMENDATION OF THE INDEPENDENT REVIEW COMMITTEE Pursuant to National Instrument Independent Review Committee for Investment Funds, the independent review committee of each of the Funds (the IRC ) has reviewed the proposed Amalgamation Transaction and has advised the Manager that, in the opinion of the IRC, having reviewed the proposal as a potential conflict of interest matter, the Amalgamation Transaction achieves a fair and reasonable result for the Funds. While the IRC has considered the Amalgamation Transaction from a conflict of interest perspective, it is not the role of the IRC to recommend that securityholders of any Fund vote in favour of the Amalgamation Transaction. Securityholders should review the proposal and make their own decision. APPROVALS FOR THE CONTINUATION AND THE AMALGAMATION In order to implement the Continuation, applicable legislation requires that approval must be given by the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting by or on behalf of securityholders of SLCCI by voting in favour of the applicable resolutions, as set out in Schedule B to this Information Circular. In order to implement the Amalgamation, applicable legislation requires that approval must be given by the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting by or on behalf of securityholders of SLCCI by voting in favour of the applicable resolutions, as set out in Schedule C to this Information Circular. 12

17 Securityholders of SLCCI have the right to dissent (under the CBCA in respect of the Continuation and under the OBCA in respect of the Amalgamation) in respect of each of the resolutions relating to the Continuation and the Amalgamation set out in Schedules B and C, respectively. Securityholders of certain of the Continuing Funds also have the right to dissent under the OBCA in respect of the resolution set out in Schedule E relating to certain of the Mergers (as such term is defined below). All of such dissent rights are described in further detail below under Right of Dissent. If securityholders approve the Continuation, it is proposed that the Continuation will be effected prior to the Amalgamation. If securityholders approve the Amalgamation, it is proposed that the Amalgamation will take effect at the earliest moment on November 21, 2015 or such other date as may be determined by the Manager. The Manager shall have the discretion without further approval of the securityholders of SLCCI to postpone the completion of all or any part of the Amalgamation Transaction or to elect not to proceed with the Amalgamation Transaction should it so determine. 2. PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT OBJECTIVES As part of its ongoing product review, the Manager seeks the approval of securityholders to consider, and if deemed advisable, to pass resolutions authorizing a change to the fundamental investment objectives for each of Manulife Value Fund, Manulife U.S. Opportunities Class, Standard Life Emerging Markets Dividend Fund and Standard Life Emerging Markets Dividend Class (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 for 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, 2016) 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). Set out in the chart below is the existing investment objective, the proposed new investment objective, the existing investment strategy, the proposed new investment strategy and the reason for the proposed change in the investment objective for each of the Funds. Manulife Value Fund Existing The fundamental investment objective of the Fund is to protect capital and achieve Investment strong growth through the prudent use of diversification by investing primarily in Objective U.S. equity securities. Proposed New Investment Objective Current Investment Strategy The fundamental investment objective of the Fund is to achieve capital growth by investing primarily in U.S. equity securities, and employing derivatives to enhance income and/or provide downside protection. The portfolio sub-advisor seeks to achieve the fundamental investment objective of the Fund by looking for companies that are undervalued and/or offer the potential for above-average earnings growth. The portfolio sub-advisor employs a combination of proprietary financial models and bottom-up fundamental research to identify companies that are selling at what appear to be substantial discounts to 13

18 their long-term intrinsic value. These companies often have identifiable catalysts for growth, such as new projects or products, business reorganizations or mergers. The portfolio sub-advisor may also take advantage of short term market volatility by investing in corporate restructurings or pending acquisitions. The Fund s primary focus is currently on the U.S. equity market, mainly common shares. The Fund may hold a portion of its assets in cash or short-term money market securities for administrative purposes or while searching for investment opportunities and/or due to general market or economic conditions. The Fund may also invest in other investment funds, including ETFs, that may or may not be managed by the Manager (or one of its affiliates or associates) in order to gain indirect exposure to markets, sectors or asset classes. Investments by the Fund in securities of other investment funds may be done directly or indirectly, through a specified derivative. Proposed New Investment Strategies The Fund may invest in or use derivatives for hedging and non-hedging purposes in a manner consistent with the investment objective of the Fund and as permitted by applicable securities legislation or by exemptive relief. The Fund may also enter into securities lending, repurchase and reverse repurchase transactions to generate additional income and/or as a short-term cash management tool. The portfolio sub-advisor seeks to achieve the fundamental investment objective of the Fund by looking for companies that are undervalued and/or offer the potential for above-average earnings growth. The portfolio sub-advisor employs a combination of proprietary financial models and bottom-up fundamental research to identify companies that are selling at what appear to be substantial discounts to their long-term intrinsic value. These companies often have identifiable catalysts for growth, such as new projects or products, business reorganizations or mergers. The portfolio sub-advisor may also take advantage of short term market volatility by investing in corporate restructurings or pending acquisitions. The Fund s primary focus is currently on the U.S. equity market, mainly common shares. The portfolio sub-advisor may use covered call writing to enhance the return on an existing security or to protect it from any perceived short term erosion in market value. Selling covered call options may enhance the current income of the fund by the amount of premiums received, which may in turn provide lower volatility and downside risk mitigation by partially hedging against a decline in the price of the securities on which they are written. The Fund may hold a portion of its assets in cash or short-term money market securities for administrative purposes or while searching for investment opportunities and/or due to general market or economic conditions. The Fund may also invest in other investment funds, including ETFs, that may or may not be managed by the Manager (or one of its affiliates or associates) in order to gain indirect exposure to markets, sectors or asset classes. Investments by the Fund in securities of other investment funds may be done directly or indirectly, through a specified derivative. 14

19 Reason for Proposed Change The Fund may invest in or use derivatives for hedging and non-hedging purposes in a manner consistent with the investment objective of the Fund and as permitted by applicable securities legislation or by exemptive relief. The Fund may also enter into securities lending, repurchase and reverse repurchase transactions to generate additional income and/or as a short-term cash management tool. This change will allow the portfolio manager to employ covered call strategies in a meaningful way. A covered call occurs when a portfolio holds a long position in a stock and writes (sells) call options on the same stock in an effort to generate increased income from the premium of the call option. Covered calls can be a good risk control tool when implemented properly. Effective Date On or about January 4, 2016 Manulife U.S. Opportunities Class Existing Investment Objective Proposed New Investment Objective Current Investment Strategies The fundamental investment objective of the Fund is to obtain capital preservation and appreciation by investing primarily in a select number of U.S. equities. The fundamental investment objective of the Fund is to achieve capital growth by investing primarily in U.S. equity securities, and employing derivatives to enhance income and/or provide downside protection. The portfolio sub-advisor seeks to achieve the fundamental investment objective of the Fund by looking for companies that are undervalued and/or offer the potential for above-average earnings growth. The portfolio sub-advisor employs a combination of proprietary financial models and bottom-up fundamental research to identify companies that are selling at what appear to be substantial discounts to their long-term intrinsic value. These companies often have identifiable catalysts for growth, such as new projects or products, business reorganizations or mergers. The portfolio sub-advisor may also take advantage of short term market volatility by investing in corporate restructurings or pending acquisitions. The Fund invests in publicly-traded equity securities, mainly common shares of various U.S. companies. The Fund may hold a portion of its assets in cash or short-term money market securities for administrative purposes or while searching for investment opportunities and/or due to general market or economic conditions. The Fund may also invest in other investment funds, including ETFs, that may or may not be managed by the Manager (or one of its affiliates or associates) in order to gain indirect exposure to markets, sectors or asset classes. Investments by the Fund in securities of other investment funds may be done directly or indirectly, through a specified derivative. Proposed New Investment Strategies The Fund may invest in or use derivatives for hedging and non-hedging purposes in a manner consistent with the investment objective of the Fund and as permitted by applicable securities legislation or by exemptive relief. The Fund may also enter into securities lending, repurchase and reverse repurchase transactions to generate additional income and/or as a short-term cash management tool. The portfolio sub-advisor seeks to achieve the fundamental investment objective of the Fund by looking for companies that are undervalued and/or offer the potential for above-average earnings growth. The portfolio sub-advisor employs a 15

20 Reason for Proposed Change combination of proprietary financial models and bottom-up fundamental research to identify companies that are selling at what appear to be substantial discounts to their long-term intrinsic value. These companies often have identifiable catalysts for growth, such as new projects or products, business reorganizations or mergers. The portfolio sub-advisor may also take advantage of short term market volatility by investing in corporate restructurings or pending acquisitions. The Fund invests in publicly-traded equity securities, mainly common shares of various U.S. companies. The portfolio sub-advisor may use covered call writing to enhance the return on an existing security or to protect it from any perceived short term erosion in market value. Selling covered call options may enhance the current income of the fund by the amount of premiums received, which may in turn provide lower volatility and downside risk mitigation by partially hedging against a decline in the price of the securities on which they are written. The Fund may hold a portion of its assets in cash or short-term money market securities for administrative purposes or while searching for investment opportunities and/or due to general market or economic conditions. The Fund may also invest in other investment funds, including ETFs, that may or may not be managed by the Manager (or one of its affiliates or associates) in order to gain indirect exposure to markets, sectors or asset classes. Investments by the Fund in securities of other investment funds may be done directly or indirectly, through a specified derivative. The Fund may invest in or use derivatives for hedging and non-hedging purposes in a manner consistent with the investment objective of the Fund and as permitted by applicable securities legislation or by exemptive relief. The Fund may also enter into securities lending, repurchase and reverse repurchase transactions to generate additional income and/or as a short-term cash management tool. This change will allow the portfolio manager to employ covered call strategies in a meaningful way. A covered call occurs when a portfolio holds a long position in a stock and writes (sells) call options on the same stock in an effort to generate increased income from the premium of the call option. Covered calls can be a good risk control tool when implemented properly. Effective Date On or about January 4, 2016 Standard Life Emerging Markets Dividend Fund Existing To achieve a combination of capital growth and income. The Fund invests Investment primarily in a portfolio of dividend paying equity and equity-type securities of Objective companies that are located or participate in emerging markets. Proposed New Investment Objective Current Investment Strategies The fundamental investment objective of the Fund is to achieve long term capital appreciation by investing primarily in equity securities of issuers located in, or with exposure to, emerging market countries. The Fund invests in a diversified portfolio of securities of companies located in emerging markets and those that participate in emerging markets. 16

21 The Fund invests in common shares which carry the attributes of paying dividends, but may also invest in preferred shares. It may also invest in bonds, warrants, rights or other securities that are convertible into common shares. It may also invest in warrants, participatory notes, royalty trusts, income trusts, limited partnerships, IPUs and ETFs. ETFs may include, among others, ishares and SPDRs. Securities will be determined by bottom-up security analysis aimed at identifying the most risk adjusted investments. The portfolio manager will leverage in-house macro insights to supplement fundamental security analysis and will assess a number of factors which include, but are not limited to, available yields, quality of management, a company s earnings, and dividend growth as well as its industry and overall economic prospects. The portfolio of the Fund could at any given point in time be entirely invested in foreign securities. The Fund may use derivatives consistent with its investment objective and in compliance with applicable securities legislation. Such derivatives may include options, futures, forward contracts, swaps and other similar instruments for hedging and non-hedging purposes. The Fund may use such instruments to gain exposure to securities, indices or currencies without otherwise making a direct investment. Derivatives may also be used to manage the risks to which the investment portfolio is exposed. The Fund may hold a portion of its assets in cash or money market investments for administrative reasons, or in response to adverse market, economic or political conditions. Moreover, the Fund may invest up to 50% of its net assets in securities of other funds, some of which may be managed by us or by one of our affiliates or associates. Proposed New Investment Strategies The portfolio manager may actively trade the investments of the Fund. As a result the portfolio turnover rate may exceed 70%. The higher a Fund s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of a securityholder receiving taxable capital gains in the year. Under normal market conditions, the Fund invests primarily in equity and equityrelated securities of emerging-market issuers or issuers with exposure to emerging market countries. The sub-portfolio manager may consider, but is not limited to, the classifications by MSCI Inc., the World Bank, the International Finance Corporation, or the United Nations and its agencies in determining whether a country is an emerging market country. Equity and equity-related securities include common stocks, preferred stocks, convertible securities, warrants, and other similar securities. Fundamentals-based stock selection lies at the heart of the sub-portfolio manager s investment process, which focuses on high quality companies within a diverse range of dynamic emerging economies. The sub-portfolio manager seeks to invest in companies with strong assets that exhibit balance sheet strength, superior management, and high levels of free cash-flow to support a sustainable dividend 17

22 Reason for Proposed Change payout. There is no sector or geographical bias. The Fund may invest in companies of any market capitalization. The Fund may use derivatives consistent with its investment objective and in compliance with applicable securities legislation. Such derivatives may include options, futures, forward contracts, swaps and other similar instruments for hedging and non-hedging purposes. The Fund may use such instruments to gain exposure to securities, indices or currencies without otherwise making a direct investment. Derivatives may also be used to manage the risks to which the investment portfolio is exposed. The Fund may hold a portion of its assets in cash or money market investments for administrative reasons, or in response to adverse market, economic or political conditions. Moreover, the Fund may invest up to 50% of its net assets in securities of other funds, some of which may be managed by us or by one of our affiliates or associates. The portfolio manager may actively trade the investments of the Fund. As a result the portfolio turnover rate may exceed 70%. The higher a Fund s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of a securityholder receiving taxable capital gains in the year. This change will allow the portfolio managers more flexibility to invest in nondividend paying stocks. In restricting investment opportunities with the existing investment objective, the portfolio managers are also restricted in the number of alternatives to add value. Effective Date On or about January 4, 2016 Standard Life Emerging Markets Dividend Class Existing Investment Objective To achieve, directly or indirectly through an underlying fund, a combination of capital growth and income. The Fund primarily invests, directly or indirectly, through an underlying fund which may be managed by us or by one of our affiliates or associates, in a portfolio of dividend paying equity and equity-type securities of companies that are located or participate in emerging markets. 18

23 Proposed New Investment Objective Current Investment Strategies The fundamental investment objective of the Fund is to achieve long term capital appreciation by investing primarily in equity securities of issuers located in, or with exposure to emerging market countries. The Fund invests indirectly, through one underlying fund which may be managed by us or by one of our affiliates or associates or, if the portfolio manager determines that it may be more beneficial for shareholders, directly, in a portfolio of dividend paying equity and equity-type securities of companies that are located or participate in emerging markets, either directly or through the use of derivatives or any combination thereof. The Fund currently invests substantially all of its assets in units of the Standard Life Emerging Markets Dividend Fund. If the portfolio manager decides to change the investment approach from indirect to a more direct approach, as previously mentioned, because it is more beneficial for shareholders, the investment strategies of the Fund would remain similar to those of its underlying fund. The portfolio of the Fund could at any given point in time be entirely invested in foreign securities. The Fund may use derivatives consistent with its investment objective and in compliance with applicable securities legislation. Such derivatives may include options, futures, forward contracts, swaps and other similar instruments for hedging and non-hedging purposes. The Fund may use such instruments to gain exposure to securities, indices or currencies without otherwise making a direct investment. Derivatives may also be used to manage the risks to which the investment portfolio is exposed. The Fund may hold a portion of its assets in cash or money market investments for administrative reasons, or in response to adverse market, economic or political conditions. Proposed New Investment Strategies The portfolio manager may actively trade the investments of the Fund. As a result, the portfolio turnover rate may exceed 70%. The higher a Fund s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of a securityholder receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of a Fund. Under normal market conditions, the Fund invests primarily in equity and equityrelated securities of emerging-market issuers or issuers with exposure to emerging market countries. The sub-portfolio manager may consider, but is not limited to, the classifications by MSCI Inc., the World Bank, the International Finance Corporation, or the United Nations and its agencies in determining whether a country is an emerging market country. Equity and equity-related securities include common stocks, preferred stocks, convertible securities, warrants, and other similar securities. Fundamentals-based stock selection lies at the heart of the sub-portfolio manager s investment process, which focuses on high quality companies within a diverse range of dynamic emerging economies. The sub-portfolio manager seeks to invest in companies with strong assets that exhibit balance sheet strength, superior 19

24 Reason for Proposed Change management, and high levels of free cash-flow to support a sustainable dividend payout. There is no sector or geographical bias. The Fund may invest in companies of any market capitalization. The Fund may use derivatives consistent with its investment objective and in compliance with applicable securities legislation. Such derivatives may include options, futures, forward contracts, swaps and other similar instruments for hedging and non-hedging purposes. The Fund may use such instruments to gain exposure to securities, indices or currencies without otherwise making a direct investment. Derivatives may also be used to manage the risks to which the investment portfolio is exposed. The Fund may hold a portion of its assets in cash or money market investments for administrative reasons, or in response to adverse market, economic or political conditions. The portfolio manager may actively trade the investments of the Fund. As a result, the portfolio turnover rate may exceed 70%. The higher a Fund s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of a securityholder receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of a Fund. This change will allow the portfolio managers more flexibility to invest in nondividend paying stocks. In restricting investment opportunities with the existing investment objective, the portfolio managers are also restricted in the number of alternatives to add value. Effective Date On or about January 4, 2016 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 D 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. 3. PROPOSED MERGERS As part of its ongoing product review, the Manager seeks the approval of securityholders of the Terminating Funds and Continuing Funds, as applicable, to consider, and if deemed advisable, to pass resolutions authorizing the following mergers (the Mergers ): Terminating Fund Continuing Fund Effective Date Type of Merger Standard Life Balanced Fund Manulife Canadian Opportunities Balanced Fund On or about March 11, 2016 Trust to Trust 20

25 Manulife U.S. Large Cap Equity Fund Manulife Global Focused Class Standard Life U.S. Equity Value Class Manulife U.S. Large Cap Equity Class Manulife Special Opportunities Class Standard Life Short Term Bond Fund Standard Life Global Bond Fund (formerly Standard Life International Bond Fund) Standard Life Canadian Equity Fund Standard Life Emerging Markets Debt Fund Standard Life European Equity Fund Manulife Canadian Conservative Balanced Fund Standard Life Canadian Equity Value Fund Standard Life Short Term Yield Class Standard Life Corporate Bond Class Standard Life Canadian Bond Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class Manulife U.S. All Cap Equity Fund Standard Life Global Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Manulife Short Term Bond Fund Manulife Strategic Investment Grade Global Bond Fund Standard Life Dividend Income Fund Manulife Emerging Markets Debt Fund Manulife World Investment Fund Standard Life Diversified Income Fund Manulife Dividend Income Fund Manulife Short Term Yield Class Standard Life Corporate Bond Fund Manulife Bond Fund Standard Life Conservative Portfolio Standard Life Moderate Portfolio On or about March 11, 2016 On or about March 11, 2016 On or about March 11, 2016 On or about March 11, 2016 On or about March 11, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about April 15, 2016 On or about May 27, 2016 On or about May 27, 2016 On or about May 27, 2016 On or about May 27, 2016 On or about May 27, 2016 Trust to Trust Corporate Corporate Corporate Corporate Trust to Trust Trust to Trust Trust to Trust Trust to Trust Trust to Trust Trust to Trust Trust to Trust Corporate Corporate to Trust Corporate to Trust Corporate to Trust Corporate to Trust Pursuant to the requirements of applicable legislation, the Manager is seeking the approval for the applicable Mergers from securityholders of each the following Terminating Funds: Manulife U.S. Large Cap Equity Fund Manulife U.S. Large Cap Equity Class Manulife Special Opportunities Class Standard Life Canadian Equity Fund Standard Life European Equity Fund Manulife Canadian Conservative Balanced Fund Standard Life Canadian Equity Value Fund 21

26 Standard Life Corporate Bond Class Standard Life Canadian Bond Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio 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 Short Term Yield Class Manulife Canadian Opportunities Balanced Fund Standard Life Global Equity Class Manulife U.S. All Cap Equity Class Manulife Short Term Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Emerging Markets Debt Fund The full text of the resolutions relating to the Mergers to be considered at the Meetings is set out in Schedules E to G 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 or about the date listed in the chart above (each an Effective Date ). The Manager and/or the board of directors of MIX Corp., SLCCI or Amalco, as applicable, may postpone implementing any Merger until a later date (which shall be no later than December 31, 2016) 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). The Corporate Mergers of a Standard Life Corporate Class with a Manulife Corporate Class, as indicated in the chart on pages 20 and 21 above, are conditional upon the prior approval and completion of the Amalgamation Transaction. The Corporate Mergers of a Manulife Corporate Class with a Manulife Corporate Class and the Corporate to Trust Mergers, as indicated in the chart on pages 20 and 21, are not conditional upon the prior approval and completion of the Amalgamation Transaction. Certain series of securities of each of the Continuing Funds under the Manulife brand are offered for sale pursuant to a Simplified Prospectus and an Annual Information Form each dated July 31, 2015, as amended. Certain series of securities of each of the Continuing Funds under the Standard Life brand are offered for sale pursuant to a Simplified Prospectus and an Annual Information Form each dated October 30, 2014, as amended. REASONS FOR THE PROPOSED FUND MERGERS The Manager believes that the Mergers are in the best interests of the securityholders of the Terminating Funds and the Continuing Funds for the following reasons: Eliminating Redundancy In the opinion of the Manager, each Terminating Fund, other than those noted in the section, Proposed Changes to Fundamental Investment Objectives, has a substantially similar fundamental investment objective as its corresponding Continuing Fund and would generally attract the same type of investor. As a result, each Merger will contribute towards reducing duplication and redundancy across the fund line-up 22

27 and may potentially reduce the administrative and regulatory operating costs and expenses associated with each combined Continuing Fund. Reducing Costs to Securityholders With each Merger, securityholders of a Terminating Fund will become part of the combined, larger corresponding Continuing Fund. Securityholders of the Funds will benefit by having operating costs and expenses spread across a greater pool of assets, thereby potentially reducing each Fund s management expense ratio. As a result of the Mergers, with the exception in certain cases of The Manufacturers Life Insurance Company ( MLI ), an affiliate of the Manager, existing securityholders of each Terminating Fund will NOT be subject to any increase in management fees and, in some cases, will potentially benefit from a decrease in management fees. Creating Critical Mass and Profile Each Continuing Fund 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. Each Continuing Fund is also expected to benefit from an increased profile in the marketplace. The ability to improve 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. Greater Marketing Focus The Manager expects that each of the Continuing Funds should attract more assets as marketing efforts will be concentrated on fewer funds, rather than multiple funds with similar investment mandates. The ability to attract assets in the Continuing Funds will benefit investors by ensuring that the Continuing Funds remain viable, long-term, attractive investment vehicles for existing and potential investors. 23

28 COMPARISON OF EACH TERMINATING FUND WITH ITS CORRESPONDING CONTINUING FUND MERGER OF STANDARD LIFE BALANCED FUND INTO MANULIFE CANADIAN OPPORTUNITIES BALANCED FUND Fund Standard Life Balanced Fund Manulife Canadian Opportunities Balanced Fund Manager Manulife Asset Management Manulife Asset Management Limited Limited Type of Fund Canadian Neutral Balanced Canadian Balanced Fundamental Investment Objective To provide superior capital appreciation and steady income. The Fund invests in a diversified mix of Canadian and foreign stocks, government and corporate bonds, and high-quality money market investments. The portfolio manager diversifies the equity component of the Fund by industry and individual securities based on their respective potential for the coming periods. Asset class weightings are adjusted in a dynamic fashion to reflect changing conditions in the capital markets. The portfolio manager normally restricts cash and money market securities to government guaranteed securities or securities issued by major financial institutions and corporations rated at least R-1 or equivalent by DBRS, Standard & Poor s or similar credit rating agencies. Such money market investments typically have a term to maturity of one year or less. Income and long-term capital growth The Fund s assets are primarily allocated across two fundamental asset classes equities and fixed income securities. The equity portion of the Fund s assets will primarily be invested in a portfolio of Canadian securities. A smaller portion of the equity portfolio may be invested in U.S. or international equities. The fixed income portion of the Fund primarily will be invested in bonds and debentures of various terms issued or guaranteed by Canadian and foreign federal, provincial or municipal governments or corporations. The Fund may seek to accomplish its objective by investing in securities of other mutual funds Eligible Plans Portfolio Advisor Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Securities are qualified investments for Registered Plans. Manulife Asset Management Limited 24

29 Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 3 Management Expense Ratio without expense absorption by MI as at Fund year end 3 Annual Returns (as at December 31, 2014) $31,927,214 $24,440,968 A-Series securities: 2.00% F-Series securities: 0.80% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.56% F-Series securities: 1.11% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.69% F-Series securities: % O-Series 2 securities: N/A O-Series 2 securities: N/A 1 year 3 5 Since Inception Advisor Series securities: 2.00% Series J securities: 0.80 Series G securities: N/A 2 Series X securities: N/A Advisor Series securities: 2.41% Series J securities: N/A Series G securities: 0.00% Series X securities: N/A Advisor Series securities: 3.73% Series J securities: N/A Series G securities: 0.00% Series X securities: N/A Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 6.92% 7.65% 5.21% 6.07% Advisor 8.48% 8.56% N/A 5.46% series F-Series N/A N/A N/A N/A Series J N/A N/A N/A N/A O-Series N/A N/A Series G 11.09% 11.19% N/A 10.52% O-Series N/A N/A Series X N/A N/A N/A N/A Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund have similar distribution policies. The Funds generally distribute income, if any, quarterly, and capital gains, if any, annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 2 There is a negotiated management fee for Series G securities between the investor and the Manager. 3 The year end for both the Terminating Fund and Continuing Fund is December 31,

30 MERGER OF MANULIFE U.S. LARGE CAP EQUITY FUND INTO MANULIFE U.S. ALL CAP EQUITY FUND Fund Manulife U.S. Large Cap Equity Manulife U.S. All Cap Equity Fund Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund U.S. Equity U.S. Equity Fundamental Investment Objective The fundamental investment objective of the Fund is to seek to provide long-term capital appreciation by investing primarily in equity securities of large capitalization U.S. companies. The fundamental investment objective of the Fund is to seek to provide long-term capital appreciation by investing primarily in equity securities of U.S. companies of all sizes. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 6 Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management (US) Manulife Asset Management (US) LLC LLC $362,629,860 $362,939,864 Advisor Series securities: 2.00% Series F securities: 1.00% Series FT securities: 1.00% Series G securities: N/A 5 Series I securities: 0.95% Series M securities: N/A 4 Series T securities: 2.00% Series X securities: 0.00 Advisor Series securities: 2.39% Series F securities: 1.24% Series FT securities: 1.41% Series G securities: 0.00% Series I securities: 0.15% Series M securities: 0.02% Series T securities: 2.55% Series X securities: 0.02% Advisor Series securities: 2.00% Series F securities: 1.00% Series FT securities: 1.00% Series G securities: N/A 5 Series I securities: 0.93% Series M securities: N/A 4 Series T securities: 2.00% Series X securities: 0.00% Advisor Series securities: 2.36% Series F securities: 1.26% Series FT securities: 1.41% Series G securities: 0.00% Series I securities: 0.15% Series M securities: N/A Series T securities: 2.55% Series X securities: 0.03% 4 Holders of Series M securities pay an annual fee directly to the Manager. 5 There is a negotiated management fee for Series G securities between the investor and the Manager. 6 The year end for both the Terminating Fund and Continuing Fund is December 31,

31 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) Advisor Series securities: 2.39% Series F securities: 1.24% Series FT securities: 1.76% Series G securities: 0.00% Series I securities: % Series M securities: 0.02% Series T securities: 2.55% Series X securities: 0.02% 1 year 3 5 Since Inception Advisor Series securities: 2.36% Series F securities: 1.26% Series FT securities: 1.49% Series G securities: 0.00% Series I securities: 0.30% Series M securities: N/A Series T securities: 2.58% Series X securities: 0.03% Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Advisor series 15.29% 21.38% N/A 23.63% Advisor 16.53% 23.81% N/A 24.72% series Series F 16.59% 22.75% N/A 25.15% Series F 17.82% 25.26% N/A 26.18% Series FT 16.45% N/A N/A 24.56% Series FT 17.67% N/A N/A 27.53% Series G 18.10% N/A N/A 23.31% Series G 19.34% N/A N/A 25.63% Series I 17.94% 23.23% N/A 25.64% Series I 19.16% 26.86% N/A 27.79% Series M N/A N/A N/A 12.71% Series M N/A N/A N/A N/A Series T 15.13% N/A N/A 22.79% Series T 16.34% N/A N/A 25.96% Series X 18.07% 24.42% N/A 26.73% Series X 19.28% 26.83% N/A 27.73% Valuation Procedures Distribution Policies The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund have similar distribution policies. The Funds generally distribute income and capital gains, if any, annually in December. Fees Payable Directly by Investors For Series FT6 securities and Series T6 securities, the monthly distribution generally consists of income and/or return of capital. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 27

32 MERGER OF MANULIFE GLOBAL FOCUSED CLASS INTO STANDARD LIFE GLOBAL EQUITY CLASS Fund Manulife Global Focused Class Standard Life Global Equity Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Global Equity Global Equity Fundamental Investment Objective The fundamental investment objective of the Fund is to obtain maximum long term capital appreciation by investing primarily in a select number of equity securities of companies throughout the world To provide capital appreciation over the medium to longer term. The Fund primarily invests, directly or indirectly, in a portfolio of equity and equity-type securities of multinational companies throughout the world. It may also invest in companies that the sub-manager expects will achieve multinational status. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 7 Management Expense Ratio without expense absorption by MI as at Fund year end 7 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management Limited Third Avenue Management LLC Standard Life Investments - UK $53,176,296 $873,743 Advisor Series securities: 2.25% Advisor Series securities: 2.00% Advisor Series securities: 2.70% Advisor Series securities: 2.58% Advisor Series securities: 2.70% Advisor Series securities: 4.58% 7 The year end for the Terminating Fund is April 30, 2015 and the year end for the Continuing Fund is December 31,

33 Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Advisor series 6.54% 15.08% 8.25% 5.62% Advisor series 9.42% 19.84% N/A 10.81% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies The Terminating Fund and the Continuing Fund will have similar distribution policies. For securities of all series, capital gains dividends, if any, are expected to be distributed annually in May or June of each year and ordinary dividends will be paid at the discretion of the board of directors of Amalco. Fees Payable Directly by Investors The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 29

34 MERGER OF STANDARD LIFE U.S. EQUITY VALUE CLASS INTO MANULIFE U.S. ALL CAP EQUITY CLASS Fund Standard Life U.S. Equity Value Manulife U.S. All Cap Equity Class Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund U.S. Equity U.S. Equity Fundamental Investment Objective To provide long-term capital growth and diversification. The fund primarily invests, directly or indirectly, in a core portfolio comprised primarily of mid-to largesized companies listed on U.S. exchanges. The fundamental investment objective of the Fund is to seek to provide long-term capital appreciation by investing primarily in equity securities of U.S. companies of all sizes. The Fund may seek to accomplish its objective by investing in securities of other mutual funds. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (as at September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 8 Management Expense Ratio without expense absorption by MI as at Fund year end 8 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Beutel, Goodman & Company Ltd. Manulife Asset Management Limited Manulife Asset Management (US) LLC $7,265,343 $70,605,776 A-Series securities: 2.00% Advisor Series securities: 2.00% A-Series securities: 2.73% Advisor Series securities: 2.47% A-Series securities: 3.75% Advisor Series securities: 2.47% 8 The year end for the Terminating Fund is December 31, 2014 and the year end for the Continuing Fund is April 30,

35 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception A-series 22.60% 24.27% N/A 14.64% Advisor series 23.00% 22.08% N/A 23.69% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies Fees Payable Directly by Investors The Terminating Fund and the Continuing Fund will have similar distribution policies. For securities of all series, capital gains dividends, if any, are expected to be distributed annually in May or June of each year and ordinary dividends will be paid at the discretion of the board of directors of Amalco. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 31

36 MERGER OF MANULIFE U.S. LARGE CAP EQUITY CLASS INTO MANULIFE U.S. ALL CAP EQUITY CLASS Fund Manulife U.S. Large Cap Equity Manulife U.S. All Cap Equity Class Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund U.S. Equity U.S. Equity Fundamental Investment Objective The fundamental investment objective of the Fund is to seek to provide longterm capital appreciation by investing primarily in equity securities of large capitalization U.S. companies. The Fund may seek to accomplish its objective by investing in securities of other mutual funds. The fundamental investment objective of the Fund is to seek to provide long-term capital appreciation by investing primarily in equity securities of U.S. companies of all sizes. The Fund may seek to accomplish its objective by investing in securities of other mutual funds. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 9 Management Expense Ratio without expense absorption by MI as at Fund year end 9 Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management (US) Manulife Asset Management (US) LLC LLC $32,968,579 $70,605,776 Advisor Series securities: 2.00% Series F securities: 1.00% Series FT securities: 1.00% Series I securities: 95% Series T securities: 2.00% Advisor Series securities: 2.51% Series F securities: 1.33% Series FT securities: 1.33% Series I securities: 0.15% Series T securities: 2.51% Advisor Series securities: 2.51% Series F securities: 1.43% Series FT securities: 3.11% Series I securities: 0.34% Series T securities: 2.65% Advisor Series securities: 2.00% Series F securities: 1.00% Series FT securities: 1.00% Series I securities: 93% Series T securities: 2.00% Advisor Series securities: 2.47% Series F securities: 1.33% Series FT securities: 1.34% Series I securities: 0.15% Series T securities: 2.43% Advisor Series securities: 2.47% Series F securities: 1.33% Series FT securities: 1.57% Series I securities: 0.32% Series T securities: 2.43% 9 The year end for both the Terminating Fund and Continuing Fund is April 30,

37 Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception Advisor series 20.32% 20.07% N/A 23.16% Advisor 23.00% 22.08% N/A 23.69% series Series F 21.73% 21.45% N/A 24.73% Series F 24.42% 23.45% N/A 25.31% Series FT 21.71% N/A N/A 23.84% Series FT 24.40% N/A N/A 26.62% Series I 23.19% 23.06% N/A 26.21% Series I 25.92% 25.06% N/A 26.76% Series T 20.31% N/A N/A 22.15% Series T 23.04% N/A N/A 24.89% Valuation Procedures Distribution Policies The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund will have similar distribution policies. For securities of all series, capital gains dividends, if any, are expected to be distributed annually in May or June of each year and ordinary dividends will be paid at the discretion of the board of directors of Amalco or MIX Corp., as applicable. Fees Payable Directly by Investors For Series FT6 securities and Series T6 securities, the monthly distribution will consist solely of a return of capital unless an ordinary dividend or a capital gains dividend is paid in the month. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 33

38 MERGER OF MANULIFE SPECIAL OPPORTUNITIES CLASS INTO MANULIFE U.S. ALL CAP EQUITY CLASS Fund Manulife Special Opportunities Manulife U.S. All Cap Equity Class Class Manager Manulife Asset Management Manulife Asset Management Limited Limited Type of Fund U.S. Equity U.S. Equity Fundamental Investment Objective The fundamental investment objective of the Fund is to seek capital appreciation by investing primarily in equity and debt securities of leveraged companies, which includes companies that issue below investment grade debt or companies with a leveraged capital structure. The fundamental investment objective of the Fund is to seek to provide long-term capital appreciation by investing primarily in equity securities of U.S. companies of all sizes. The Fund may seek to accomplish its objective by investing in securities of other mutual funds. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 10 Management Expense Ratio without expense absorption by MI as at Fund year end 10 Securities are qualified Securities are qualified investments for Registered investments for Registered Plans. Plans. Manulife Asset Management Manulife Asset Management Limited Limited Manulife Asset Management Manulife Asset Management (US) LLC (US) LLC $9,789,504 $70,605,776 Advisor Series securities: 2.00% Series F securities: 1.00% Series I securities: 1.00% Series X securities: N/A Advisor Series securities: 2.65% Series F securities: 1.50% Series I securities: 0.15% Series X securities: 2.30% Advisor Series securities: 2.73% Series F securities: 1.62% Series I securities: % Series X securities: 2.30% Advisor Series securities: 2.00% Series F securities: 1.00% Series I securities: 93% Series X securities: N/A Advisor Series securities: 2.47% Series F securities: 1.33% Series I securities: 0.15% Series X securities: N/A Advisor Series securities: 2.47% Series F securities: 1.33% Series I securities: 0.32% Series X securities: N/A 10 The year end for both the Terminating Fund and Continuing Fund is April 30,

39 Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception Advisor series 5.82% 19.02% N/A 21.28% Advisor 23.00% 22.08% N/A 23.69% series Series F 7.04% 20.59% N/A 22.84% Series F 24.42% 23.45% N/A 25.31% Series I 8.51% 22.04% N/A 24.33% Series I 25.92% 25.06% N/A 26.76% Series X N/A N/A N/A 8.91% Series X N/A N/A N/A N/A Valuation Procedures Distribution Policies The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund will have similar distribution policies. For securities of all series, capital gains dividends, if any, are expected to be distributed annually in May or June of each year and ordinary dividends will be paid at the discretion of the board of directors of Amalco or MIX Corp., as applicable. Fees Payable Directly by Investors The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 35

40 MERGER OF STANDARD LIFE SHORT TERM BOND FUND INTO MANULIFE SHORT TERM BOND FUND Fund Standard Life Short Term Bond Manulife Short Term Bond Fund Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Short Term Fixed Income Short-Term Fixed Income Fundamental Investment Objective Capital Preservation To provide a higher level of current income than traditional money market instruments while preserving capital and maintaining liquidity. The Fund invests primarily in Canadian short-term fixed-income securities. They can be issued by the federal government, provincial government or Canadian corporations. The Fund seeks to generate income with a focus on capital preservation by investing primarily in short term fixed income securities issued and/or fully and unconditionally guaranteed by Canadian governments, and in short term investment grade corporate fixed income securities. Eligible Plans Portfolio Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 12 Management Expense Ratio without expense absorption by MI as at Fund year end 12 Securities are qualified investments for Registered Plans. Manulife Asset Management Limited $128,518,949 $79,896,760 A-Series securities: 1.15% F-Series securities: 0.65% E-Series securities: 1.15% Legend Series securities: 0.80% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 1.49% F-Series securities: 0.92% E-Series securities: 1.54% Legend Series securities: 1.13% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 1.71% F-Series securities: % E-Series securities: 9.58% Legend Series securities: 4.57% O-Series 2 securities: N/A O-Series 2 securities: N/A Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Series H securities: 1.15% Series J securities: 0.65% Series I securities: 0.66% Series I securities: 0.66% Series G securities: N/A 11 Series X securities: 0.00% Series H securities: N/A Series J securities: N/A Series I securities: 0.15% Series I securities: 0.15% Series G securities: 0.00% Series X securities: 0.12% Series H securities: N/A Series J securities: N/A Series I securities: 2.78% Series I securities: 2.78% Series G securities: 0.00% Series X securities: 0.12% 11 There is a negotiated management fee for Series G securities between the investor and the Manager. 12 The year end for both the Terminating Fund and Continuing Fund is December 31,

41 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 1.99% N/A N/A 1.10% Series H N/A N/A N/A N/A F-Series N/A N/A N/A N/A Series J N/A N/A N/A N/A E-Series 1.94% N/A N/A 1.10% Series I 3.25% 2.95% N/A 3.37% Legend Series 2.37% N/A N/A 1.55% Series I 3.25% 2.95% N/A 3.37% O-Series 2 N/A N/A N/A N/A Series G 3.42% 3.09% N/A 3.40% O-Series 2 N/A N/A N/A N/A Series X 3.40% 3.01% N/A 3.41% Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund have similar distribution policies. The Funds generally distribute income, if any, monthly and capital gains, if any, annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 37

42 MERGER OF STANDARD LIFE GLOBAL BOND FUND INTO MANULIFE STRATEGIC INVESTMENT GRADE GLOBAL BOND FUND Fund Standard Life Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manager Manulife Asset Management Manulife Asset Management Limited Limited Type of Fund Global Fixed Income Global Fixed Income Fundamental Investment Objective To provide superior income returns and currency diversification. The Fund invests primarily in the foreign currency debt securities of highquality issuers. The Fund seeks to provide income with an emphasis on capital preservation by investing primarily in investment-grade government and corporate debt securities from developed and emerging markets globally. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 14 Securities are qualified investments Securities are qualified investments for Registered for Registered Plans. Plans. Manulife Asset Management Manulife Asset Management Limited Limited Manulife Asset Management (US) Manulife Asset Management (US) LLC LLC Manulife Asset Management (Hong Kong) Limited Manulife Asset Management (Hong Kong) Limited $161,112,168 $122,038,864 A-Series securities: 1.80% A-Series securities: 1.80% F-Series securities: 0.80% E-Series securities: 1.30% Legend Series securities: 0.95% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.22% A-Series securities: 2.22% F-Series securities: 0.84% E-Series securities: 1.61% Legend Series securities: 1.26% O-Series 2 securities: N/A O-Series 2 securities: N/A Advisor Series securities: 1.60% Series G securities: N/A 13 Series F securities: 0.80% Series I securities: 0.72% Series I securities: 0.72% Series G securities: N/A 13 Series X securities: 0.00% Advisor Series securities: N/A Series G securities: N/A Series F securities: N/A Series I securities: N/A Series I securities: N/A Series G securities: N/A Series X securities: N/A 13 There is a negotiated management fee for Series G securities between the investor and the Manager 14 The year end for both the Terminating Fund and Continuing Fund is December 31,

43 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) A-Series securities: 2.43% F-Series securities: % E-Series securities: 2.31% Legend Series securities: 1.72% O-Series 2 securities: N/A O-Series 2securities: N/A 1 year 3 5 Since Inception Advisor Series securities: N/A Series F securities: N/A Series FT securities: N/A Series G securities: N/A Series I securities: N/A Series O securities: N/A Series T securities: N/A Annual Returns (as at December ) 1 year 3 5 Since Inception A-series 8.69% 2.46% 3.78% 3.88% Advisor N/A N/A N/A N/A series A-series 8.69% 2.46% 3.78% 3.88% Series G N/A N/A N/A N/A F-Series N/A N/A N/A N/A Series F N/A N/A N/A N/A E-Series 9.37% 3.07% 4.38% 2.57% Series I N/A N/A N/A N/A Legend Series 9.74% 3.45% 4.76% 3.08% Series I N/A N/A N/A N/A O-Series % 4.76% 6.08% 4.26% Series G N/A N/A N/A N/A O-Series % 4.76% 6.08% 4.26% Series X N/A N/A N/A N/A Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The distribution policy for Advisor Series securities, Series F Securities, E-Series securities, Legend Series securities and O-Series 2 securities of the Terminating Fund will move from a quarterly income distribution to a monthly income distribution for the Advisor Series securities, Series F securities, Series I securities and Series X securities in the Continuing Fund and capital gains, if any, will be distributed annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 39

44 MERGER OF STANDARD LIFE CANADIAN EQUITY FUND INTO STANDARD LIFE DIVIDEND INCOME FUND Fund Standard Life Canadian Equity Fund Standard Life Dividend Income Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Focus Equity Canadian Dividend and Income Equity Fundamental Investment Objective To provide long-term capital growth. The Fund invests in a well-diversified portfolio of Canadian and American equities. The portfolio advisor selects investments based on fundamental security analysis. The outlook for each underlying company s equity is primarily based upon its earnings and growth potential over the coming period. To generate a combination of capital growth and income. The Fund invests primarily in a diversified portfolio of high-yielding equity and equity-type securities. The Fund may also invest in fixed income investments and money market instruments. Eligible Plans Portfolio Advisor Portfolio Sub-Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 16 Securities are qualified investments for Registered Plans. Manulife Asset Management Limited $88,070,418 $650,403,726 A-Series securities: 2.00% E-Series securities: 1.50% F-Series securities: 0.80% Legend Series securities: 1.15% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.56% E-Series securities: 1.95% F-Series securities: 1.10% Legend Series securities: 1.58% O-Series 2 securities: N/A O-Series 2 securities: N/A Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Advisor Series securities: 2.00% E-Series securities: 1.50% Series F securities: 0.80% Legend Series: 1.15% Series G securities: N/A 15 Series X securities: N/A Advisor Series securities: 2.54 E-Series securities: 1.97 Series F securities: 1.12 Legend Series securities: 1.58 Series G securities: N/A Series X securities: N/A 15 There is a negotiated management fee for Series G securities between the investor and the Manager. 16 The year end for both the Terminating Fund and Continuing Fund is December 31,

45 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) A-Series securities: 2.65% E-Series securities: 2.29% F-Series securities: % Legend Series securities: 1.73% O-Series 2 securities: N/A O-Series 2 securities: N/A 1 year 3 5 Since Inception Advisor Series securities: 2.63 E-Series securities: 2.68 Series F securities: Legend Series securities: 1.82 Series G securities: N/A Series X securities: N/A Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 12.18% 13.58% 7.85% 8.17% Advisor 6.21% 12.48% 9.58% 2.86% series E-Series 12.87% 14.25% 8.46% 7.93% E-Series 6.85% 13.12% 10.18% 3.43% F-Series N/A N/A N/A N/A Series F N/A N/A N/A N/A Legend Series 13.31% 14.83% 9.10% 7.62% Legend 7.26% 13.73% 10.84% 4.08% Series O-Series % 16.53% 10.62% 9.16% Series G N/A N/A N/A N/A O-Series % 16.53% 10.62% 9.16% Series X N/A N/A N/A N/A Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies The distribution policy of the Terminating Fund will move from an annual income distribution to a fixed monthly distribution consisting of income, return of capital and/or capital gains in Fees Payable Directly by Investors the Continuing Fund The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 41

46 MERGER OF STANDARD LIFE EMERGING MARKETS DEBT FUND INTO MANULIFE EMERGING MARKETS DEBT FUND Fund Standard Life Emerging Markets Manulife Emerging Markets Debt Fund Debt Fund Manager Manulife Asset Management Manulife Asset Management Limited Limited Type of Fund Global Fixed Income International Fixed Income Fundamental Investment Objective To achieve a combination of capital growth and income. The Fund invests primarily in government or corporate debt securities of issuers located in or participating in emerging market countries. The Fund seeks to earn income as well as provide the potential for capital appreciation, by investing primarily in fixed income securities denominated in U.S. dollars and non-u.s. currencies, issued in or by emerging market countries. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 18 Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Standard Life Investments - UK $98,369,343 $27,032,310 A-Series securities: 1.70% F-Series securities: 0.80% E-Series securities: 1.45% Legend Series securities: 1.05% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.09% F-Series securities: 0.99% E-Series securities: 1.78% Legend Series securities: 1.36% O-Series 2 securities: N/A O-Series 2 securities: N/A Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management (US) LLC Advisor Series securities: 1.70% Series J securities: 0.80% Series I securities: 0.85% Series I securities: 0.85% Series G securities: N/A 17 Series X securities: 0.00% Advisor Series securities: 2.12% Series J securities: N/A Series I securities: 0.15% Series I securities: 0.15% Series G securities: N/A Series X securities: 0.16% 17 There is a negotiated management fee for Series G securities between the investor and the Manager. 18 The year end for both the Terminating Fund and Continuing Fund is December 31,

47 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) A-Series securities: 2.52% F-Series securities: 87.90% E-Series securities: 5.95% Legend Series securities: 3.34% O-Series 2 securities: N/A O-Series 2 securities: N/A 1 year 3 5 Since Inception Advisor Series securities: 2.92% Series J securities: N/A Series I securities: 0.30% Series I securities: 0.30% Series G securities: N/A Series X securities: 0.16% Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series N/A N/A N/A N/A Advisor 7.29% 7.78% N/A 3.68% series F-Series N/A N/A N/A N/A Series J N/A N/A N/A N/A E-Series N/A N/A N/A N/A Series I 9.42% 9.91% N/A 5.70% Legend Series N/A N/A N/A N/A Series I 9.42% 9.91% N/A 5.70% O-Series 2 N/A N/A N/A N/A Series G N/A N/A N/A N/A O-Series 2 N/A N/A N/A N/A Series X 9.43% 9.85% N/A 5.62% Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund have similar distribution policies. The Fund generally distributes income, if any, monthly and capital gains, if any, annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 43

48 MERGER OF STANDARD LIFE EUROPEAN EQUITY FUND INTO MANULIFE WORLD INVESTMENT FUND Fund Standard Life European Equity Manulife World Investment Fund Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of European Equity International Equity Fund Fundamental Investment Objective To provide capital appreciation over the medium to longer term. Eligible Plans Portfolio Advisor Portfolio Sub-Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 20 The Fund invests primarily in the equity markets of Europe. The investments will consist of a diversified portfolio of European equities managed with a thematic approach. The portfolio sub-advisor will focus on sector rather than country asset allocation. Income will not be a prime consideration for securityholders in the Fund. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Standard Life Investments - UK $31,820,701 $152,316,720 A-Series securities: 2.00% F-Series securities: 0.80% E-Series securities: 1.50% Legend Series securities: 1.15% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.54% F-Series securities: 1.09% E-Series securities: 2.04% Legend Series securities: 1.55% O-Series 2 securities: N/A O-Series 2 securities: N/A The Fund seeks to provide long-term growth and capital gains to provide diversification of risk by investing primarily in equities of companies located outside of Canada and the United States. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Mawer Investment Management Ltd. Series H securities: 2.00% Series J securities: 0.80% Series I securities: 0.96% Series I securities: 0.96% Series G securities: N/A 19 Series X securities: 0.00% Series H securities: N/A Series J securities: N/A Series I securities: 0.15% Series I securities: 0.15% Series G securities: 0.00% Series X securities: 0.10% 19 There is a negotiated management fee for Series G securities between the investor and the Manager. 20 The year end for both the Terminating Fund and Continuing Fund is December 31,

49 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) A-Series securities: 2.73% F-Series securities: % E-Series securities: 7.08% Legend Series securities: 3.80% O-Series 2 securities: N/A O-Series 2 securities: N/A 1 year 3 5 Since Inception Series H securities: N/A Series J securities: N/A Series I securities: 0.21% Series I securities: 0.21% Series G securities: 0.00% Series X securities: 0.10% Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series -0.27% 17.29% 8.12% 3.19% Series H N/A N/A N/A N/A F-Series N/A N/A N/A N/A Series J N/A N/A N/A N/A E-Series 0.24% 17.60% 8.53% 5.40% Series I 8.98% 17.96% N/A 10.80% Legend Series 0.79% 18.59% 9.37% 1.07% Series I 8.98% 17.96% N/A 10.80% O-Series % 20.29% 10.85% 4.11% Series G 9.14% N/A N/A 14.99% O-Series % 20.29% 10.85% 4.11% Series X 9.11% 18.05% N/A 9.55% Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The Terminating Fund and the Continuing Fund have similar distribution policies. The Funds generally distribute income and capital gains, if any, annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 45

50 MERGER OF MANULIFE CANADIAN CONSERVATIVE BALANCED FUND INTO STANDARD LIFE DIVERSIFIED INCOME FUND Fund Manulife Canadian Conservative Standard Life Diversified Income Fund Balanced Fund Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Balanced Canadian Fixed Income Balanced Fundamental Investment Objective To provide a regular flow of income. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 23 The Fund seeks to generate income and capital appreciation primarily through exposure to a diversified portfolio of Canadian fixed income and equity securities. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited N/A The Fund invests primarily in a diversified portfolio composed of debt and/or debt-like securities and equity and/or equity-type securities. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited N/A $35,377,021 $77,483,037 Advisor Series securities: 1.85% Series F securities: 0.90% Series FT securities: 0.90% Series G securities: N/A 21 Series H securities: 1.30% Series I securities: 0.90% Series J securities: N/A Series K securities: N/A Series T securities: 1.85% Series X securities: 0.00% Advisor Series securities: 2.09% Series F securities: 1.19% Series FT securities: 1.19% Series G securities: 0.00% Series H securities: 1.30% Series I securities: 0.15% Series J securities: 0.76% Series K securities: 1.44% Series T securities: 2.09% Series X securities: 0.05% Series H securities: 1.85% Series F securities: 0.80% Series FT securities: N/A Series O-2 securities: N/A Series S 22 securities: 1.30% Series I securities: N/A Series F securities: 0.80% Series T securities: N/A Series T securities: N/A Series O-2 securities: N/A Series H securities: N/A Series F securities: 1.12% Series FT securities: N/A Series O-2 securities: N/A Series S 22 securities: N/A Series I securities: N/A Series F securities: 1.12% Series T securities: N/A Series T securities: N/A Series O-2 securities: N/A 21 There is a negotiated management fee for Series G securities between the investor and the Manager. 22 Such series may be re-named by the Manager, at its discretion, prior to this Merger taking place. 23 The year end for both the Terminating Fund and Continuing Fund is December 31,

51 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) Advisor Series securities: 3.52% Series F securities: 10.93% Series FT securities: 1.19% Series G securities: 0.00% Series H securities: 1.30% Series I securities: 0.40% Series J securities: 0.76% Series K securities: 1.44% Series T securities: 5.94% Series X securities: 0.05% 1 year 3 5 Since Inception Series H securities: N/A Series F securities: 70.13% Series FT securities: N/A Series O-2 securities: N/A Series S 24 securities: N/A Series I securities: N/A Series F securities: 70.13% Series T securities: N/A Series T securities: N/A Series O-2 securities: N/A Annual Returns (as at December 31, 2014) 1 year 3 5 Advisor series N/A N/A N/A N/A Series H N/A N/A N/A N/A Series F N/A N/A N/A N/A Series F N/A N/A N/A N/A Series FT N/A N/A N/A N/A Series FT N/A N/A N/A N/A Series G N/A N/A N/A N/A Series O-2 N/A N/A N/A N/A Series H N/A N/A N/A N/A Series S 24 N/A N/A N/A N/A Series I N/A N/A N/A N/A Series I N/A N/A N/A N/A Series J N/A N/A N/A N/A Series F N/A N/A N/A N/A Series K N/A N/A N/A N/A Series T N/A N/A N/A N/A Series T N/A N/A N/A N/A Series T N/A N/A N/A N/A Series X N/A N/A N/A N/A Series O-2 N/A N/A N/A N/A Valuation Procedures Distribution Policies Fees Payable Directly by Investors Since Inception The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The distribution policy of the Terminating Fund will move from a variable monthly income distribution to a fixed monthly distribution consisting of income, return of capital and/or capital gains in the Continuing Fund. The distribution policy of the Series FT6 securities and Series T6 securities of the Terminating Fund will continue to be the same in the Continuing Fund. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 24 Such series may be re-named by the Manager, at its discretion, prior to this Merger taking place. 47

52 MERGER OF STANDARD LIFE CANADIAN EQUITY VALUE FUND INTO MANULIFE DIVIDEND INCOME FUND Fund Standard Life Canadian Equity Manulife Dividend Income Fund Value Fund Manager Manulife Asset Management Manulife Asset Management Limited Limited Type of Fund Canadian Equity Canadian Equity Fundamental Investment Objective To provide long-term capital growth. The Fund primarily invests in equity and equity-type securities of Canadian issuers. The Fund seeks to provide a combination of income and capital appreciation by 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. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 26 Securities are qualified investments for Registered Plans. Beutel, Goodman & Company Ltd. N/A Securities are qualified investments for Registered Plans. Manulife Asset Management Limited N/A $95,909,593 $489,584,778 A-Series securities: 2.00% F-Series securities: 0.80% E-Series securities: 1.50% Legend Series securities: 1.15% O-Series 2 securities: N/A O-Series 2 securities: N/A A-Series securities: 2.54% F-Series securities: 1.11% E-Series securities: 1.92% Legend Series securities: 1.58% O-Series 2 securities: N/A O-Series 2 securities: N/A Advisor Series securities: 1.95% Series J securities: 0.80% Series I securities: 0.90% Series I securities: 0.90% Series G securities: N/A 25 Series X securities: 0.00% Advisor Series securities: 2.33% Series J securities: N/A Series I securities: 0.15% Series I securities: 0.15% Series G securities: 0.00% Series X securities: 0.02% 25 There is a negotiated management fee for Series G securities between the investor and the Manager. 26 The year end for both the Terminating Fund and Continuing Fund is December 31,

53 Management Expense Ratio without expense absorption by MI as at Fund year end Annual Returns (as at December 31, 2014) A-Series securities: 2.65% F-Series securities: % E-Series securities: 3.62% Legend Series securities: 2.36% O-Series 2 securities: N/A O-Series 2 securities: N/A 1 year 3 5 Since Inception Advisor Series securities: 2.33% Series J securities: N/A Series I securities: 0.62% Series I securities: 0.62% Series G securities: 0.00% Series X securities: 0.02% Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 9.52% 13.71% N/A 8.99% Advisor 19.18% N/A N/A 17.77% series F-Series N/A N/A N/A N/A Series J N/A N/A N/A N/A E-Series 10.46% 14.54% N/A 9.75% Series I 21.81% N/A N/A 23.07% Legend Series 10.62% 15.01% N/A 10.25% Series I 21.81% N/A N/A 23.07% O-Series % N/A N/A 16.19% Series G 22.00% N/A N/A 20.54% O-Series % N/A N/A 16.19% Series X 21.93% N/A N/A 20.51% Valuation Procedures Distribution Policies Fees Payable Directly by Investors The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. The distribution policy of the Terminating Fund will move from an annual income distribution to a fixed monthly distribution consisting of income and/or return of capital, and capital gains, if any, annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 49

54 MERGER OF STANDARD LIFE SHORT TERM YIELD CLASS INTO MANULIFE SHORT TERM YIELD CLASS Fund Standard Life Short Term Yield Manulife Short Term Yield Class Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Synthetic Money Market Specialty Fixed Income Fundamental Investment Objective To preserve capital and provide liquidity. Eligible Plans Portfolio Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 27 Management Expense Ratio without expense absorption by MI as at Fund year end 27 The Fund primarily invests, directly or indirectly, in a portfolio of cash and money market securities. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited $2,695,640 $15,946,236 The Fund seeks to generate a money market rate of return. This return may be generated by investing 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 use options or other derivative strategies to hedge a portfolio of Canadian equities in order to approximate a money market rate of return. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited A-Series securities: 0.90% Advisor Series securities: 0.75% A-Series securities: 0.98% Advisor Series securities: 1.10% A-Series securities: 2.84% Advisor Series securities: 1.39% 27 The year end for the Terminating Fund is December 31, 2014 and the year end for the Continuing Fund is April 30,

55 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at April 30, 2015) 1 year 3 5 Since Inception A-series 0.30% 0.26% N/A 0.23% Advisor Series 0.17% 0.12% N/A 0.10% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies The Terminating Fund and the Continuing Fund will have similar distribution policies. Capital gains dividends and/or ordinary dividends, if any, will be paid at the discretion of Fees Payable Directly by Investors the board of directors of Amalco. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 51

56 MERGER OF STANDARD LIFE CORPORATE BOND CLASS INTO STANDARD LIFE CORPORATE BOND FUND Fund Standard Life Corporate Bond Standard Life Corporate Bond Fund Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Fixed Income Canadian Fixed Income Fundamental Investment Objective To provide a bond portfolio offering superior income compared to traditional bond funds. To provide, directly or indirectly, a bond portfolio offering superior income compared to traditional bond funds. The Fund primarily invests, directly or indirectly, in Canadian corporate bonds. The Fund invests primarily in Canadian corporate bonds. The portfolio of the Fund has an average credit rating of at least BBB at all times. Eligible Plans Portfolio Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 28 Management Expense Ratio without expense absorption by MI as at Fund year end 28 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management Limited $30,798,243 $559,781,069 A-Series securities: 2.00% Advisor Series securities: 1.80% A-Series securities: 2.50% Advisor Series securities: 2.22% A-Series securities: 3.52% Advisor Series securities: 2.42% 28 The year end for both the Terminating Fund and Continuing Fund is December 31,

57 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 5.26% 2.74% N/A 3.87% Advisor series 5.54% 2.97% 4.28% 4.95% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies Fees Payable Directly by Investors The distribution policy for Advisor Series securities of Terminating Fund will move from a discretionary ordinary dividend payment to a quarterly income distribution for the same series in the Continuing Fund, and capital gains, if any, will be distributed annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 53

58 MERGER OF STANDARD LIFE CANADIAN BOND CLASS INTO MANULIFE BOND FUND Fund Standard Life Canadian Bond Manulife Bond Fund Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Fixed Income Canadian Fixed Income Fundamental Investment Objective To provide, directly or indirectly, a relatively high level of current income while protecting capital. The Fund primarily invests, directly or indirectly, in a portfolio of liquid, high-quality federal and provincial government and corporate bonds and debentures. The fundamental investment objective of the Fund is to earn the highest level of income consistent with the preservation of capital with some capital appreciation by investing primarily in bonds and debentures of various terms issued or guaranteed by Canadian federal, provincial or municipal governments or corporations. Eligible Plans Portfolio Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 29 Management Expense Ratio without expense absorption by MI as at Fund year end 29 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management Limited $16,639,777 $1,097,182,021 A-Series securities: 1.50% Advisor Series securities: 1.30% A-Series securities: 1.93% Advisor Series securities: 1.58% A-Series securities: 2.97% Advisor Series securities: 1.58% 29 The year end for both the Terminating Fund and Continuing Fund is December 31,

59 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 6.43% 1.90% N/A 3.44% Advisor series 7.04% 2.64% 3.82% 4.40% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies The distribution policy for Advisor Series securities of the Terminating Fund will move from a discretionary ordinary dividend payment to a quarterly income distribution for the same series of the Continuing Fund, and capital gains, if any, will be distributed annually in December. Fees Payable Directly by Investors The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 55

60 MERGER OF STANDARD LIFE CONSERVATIVE PORTFOLIO CLASS INTO STANDARD LIFE CONSERVATIVE PORTFOLIO Fund Standard Life Conservative Standard Life Conservative Portfolio Portfolio Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Fixed Income Balanced Canadian Fixed Income Balanced Fundamental Investment Objective To generate indirectly income and to preserve capital. To generate income and to preserve capital. The Portfolio primarily invests in a diversified mix of funds, with a focus on fixed income funds. The Portfolio primarily invests in a diversified mix of funds, with a focus on fixed income funds. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 30 Management Expense Ratio without expense absorption by MI as at Fund year end 30 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management Limited Manulife Asset Management (US) Manulife Asset Management (US) LLC LLC $71,725,523 $171,330,061 A-Series securities: 1.90% Advisor Series securities: 1.90% A-Series securities: 2.46% Advisor Series securities: 2.40% A-Series securities: 3.34% Advisor Series securities: 2.49% 30 The year end for both the Terminating Fund and Continuing Fund is December 31,

61 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 6.75% 5.61% N/A 5.19% Advisor series 6.90% 5.70% 5.27% 3.97% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies Fees Payable Directly by Investors The distribution policy for Advisor Series securities of the Terminating Fund will move from a discretionary ordinary dividend payment to an annual income distribution for the same series in the Continuing Fund, and capital gains, if any, will be distributed annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 57

62 MERGER OF STANDARD LIFE MODERATE PORTFOLIO CLASS INTO STANDARD LIFE MODERATE PORTFOLIO Fund Standard Life Moderate Portfolio Standard Life Moderate Portfolio Class Manager Manulife Asset Management Limited Manulife Asset Management Limited Type of Fund Canadian Neutral Balanced Canadian Neutral Balanced Fundamental Investment Objective To generate indirectly income and moderate long-term capital growth. To generate income and moderate long-term capital growth. The Portfolio primarily invests in a diversified mix of funds, with a focus on fixed income funds. The Portfolio primarily invests in a diversified mix of funds, with a focus on fixed income funds. Eligible Plans Portfolio Advisor Portfolio Sub- Advisor Net Asset Value (September 30, 2015) Maximum Management Fees Management Expense Ratio as at Fund year end 31 Management Expense Ratio without expense absorption by MI as at Fund year end 31 Securities are qualified investments for Registered Plans. Securities are qualified investments for Registered Plans. Manulife Asset Management Limited Manulife Asset Management Limited Manulife Asset Management (US) Manulife Asset Management (US) LLC LLC $9,466,741 $109,457,762 A-Series securities: 2.00% Advisor Series securities: 2.00% A-Series securities: 2.53% Advisor Series securities: 2.56% A-Series securities: 3.54% Advisor Series securities: 2.65% 31 The year end for both the Terminating Fund and Continuing Fund is December 31,

63 Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception Annual Returns (as at December 31, 2014) 1 year 3 5 Since Inception A-series 6.79% 7.21% N/A 5.66% Advisor series 6.91% 7.28% 5.85% 4.15% Valuation Procedures The assets and liabilities of the Terminating Fund and the Continuing Fund are determined using the same valuation procedures. Distribution Policies Fees Payable Directly by Investors The distribution policy for Advisor Series securities of the Terminating Fund will move from a discretionary ordinary dividend payment to an annual income distribution for the same series in the Continuing Fund, and capital gains, if any, will be distributed annually in December. The Terminating Fund has the same policy as the Continuing Fund with respect to fees payable by investors. In particular, securities of the Continuing Fund acquired by securityholders upon the proposed Merger are subject to the same redemption fees to which their securities of the Terminating Fund were subject prior to the Merger. For more information about fees payable directly by investors, please see Fees and Expenses in the Simplified Prospectus. 59

64 PROCEDURES FOR THE MERGERS If any of the Mergers do not receive the required securityholder and regulatory approvals, the Manager will consider other options for the Terminating Funds, including winding-up or terminating the Terminating Funds. No Terminating Fund, nor any Continuing Fund, will bear any of the costs and expenses associated with any Merger. Such costs will be borne by the Manager. These costs may include legal and accounting fees, brokerage costs, proxy solicitation, printing and mailing costs, regulatory fees, and backoffice system conversion costs. PROCEDURES FOR THE CORPORATE MERGERS If all necessary approvals are obtained for the Amalgamation Transaction and the Amalgamation becomes effective on or about November 21, 2015, each of the Funds listed in the chart on page 72 (also the Corporate Funds ) will be a class of mutual fund shares of the amalgamated corporation, Manulife Investment Exchange Funds Corp. (in this section, the Corporation ). See the section, Proposed Corporate Continuation and Amalgamation, for further information about the Amalgamation. The Corporation will be authorized to issue an unlimited number of common shares and 1,000 classes of mutual fund shares, each issuable in series consisting of an unlimited number of shares. The Corporation will offer different classes of mutual fund shares, each such class being an open-ended mutual fund with its own investment objective. Each Corporate Merger of a Standard Life Corporate Class with a Manulife Corporate Class is conditional upon the approval and completion of the Amalgamation Transaction. Each Merger between Corporate Funds listed in the chart on page 72 (the Corporate Mergers ) will be structured substantially as follows: (i) (ii) (iii) (iv) (v) (vi) A resolution will be signed by the board of directors of the Corporation or MIX Corp., as applicable, approving the completion of the Corporate Mergers. Securityholders of each Continuing Fund and Terminating Fund, where required, will be asked at the Meetings to approve the applicable Corporate Merger and such other matters as are set forth in the applicable resolutions in respect of the Corporate Mergers attached as Schedule E to this Information Circular. The articles of amalgamation of the Corporation or MIX Corp., as applicable, will be amended to allow for the completion of the Corporate Mergers as described in the chart on page 72. Securityholders of a Terminating Fund will receive securities of the same series of its respective Continuing Fund. Securities of a Continuing Fund received by the securityholders of the corresponding Terminating Fund will have an aggregate net asset value equal to the aggregate net asset value of the securities of the corresponding Terminating Fund which are being exchanged. The assets and liabilities attributed to a Terminating Fund will be reallocated to the corresponding Continuing Fund. 60

65 (vii) As soon as reasonably practicable following the Corporate Mergers, the articles of amalgamation of the Corporation or MIX Corp., as applicable, will be amended to remove the Terminating Funds. In addition to approval by securityholders of certain Terminating Funds, in accordance with the OBCA, each Corporate Merger is conditional upon receipt at the relevant Meeting of approval by at least 66 2/3% of the votes cast by securityholders of the corresponding Continuing Fund present (in person or by proxy) and entitled to vote at the Meeting. Notwithstanding the receipt of all required approvals, the Manager and/or the board of directors of the Corporation or MIX Corp., as applicable, may, in their discretion, decide not to proceed with, or may delay, any Corporate Merger for any reason. Should all requisite securityholder and regulatory approvals be received, each Corporate Merger is expected to be effective after the close of business on its Effective Date (as such date is noted in the chart on pages 20 and 21). Each Terminating Fund will cease distribution of new securities (excluding preauthorized chequing plans ( PACs ), dollar cost averaging plans ( DCAs ) and switches-in from the Manulife Dollar-Cost Averaging Fund) as of the close of business on the Monday immediately preceding its Effective Date or, if the Monday is not a business day, as of the close of business immediately before the Monday. Securityholders will have the right to redeem securities of a Terminating Fund up to the close of business on its Effective Date. Following the Corporate Mergers, systematic withdrawal plans and any other active optional service, which had been established with respect to a Terminating Fund, will be re-established with respect to the corresponding Continuing Fund unless securityholders advise the Manager otherwise. PROCEDURES FOR THE TRUST TO TRUST MERGERS The Mergers identified as Trust to Trust Mergers in the chart on pages 72 and 73 will be structured substantially as follows: (i) (ii) (iii) (iv) (v) Securityholders of the Terminating Funds and/or Continuing Funds, where required, will be asked at the Meetings of those Funds to approve the applicable Trust to Trust Merger and such other matters as are set forth in the applicable resolutions in respect of the Mergers attached as Schedule F to this Circular. The Master Declaration of Trust and/or Regulations governing the Terminating Funds and the Continuing Funds will be amended, as required, so as to permit such actions as are necessary to complete the Mergers A Terminating Fund will transfer all its assets and liabilities to its respective Continuing Fund for an amount equal to the net value of assets transferred, which amount will be satisfied as described in (iv) below. A Continuing Fund will issue securities (as described in (vi) below) to its respective Terminating Fund having a net asset value equal to the net value of assets transferred by the Terminating Fund. A Terminating Fund will redeem its outstanding securities and pay the redemption price for these securities by distributing securities of its respective Continuing Fund to the Terminating Fund s securityholders. 61

66 (vi) Securityholders of a Terminating Fund will receive securities of its respective Continuing Fund as follows: Terminating Fund Standard Life Balanced Fund A-Series securities F-Series securities O-Series 2 securities O-Series 2 securities Manulife U.S. Large Cap Equity Fund Advisor Series securities Series F securities Series FT securities Series G securities Series I securities Series M securities Series T securities Series X securities Standard Life Short Term Bond Fund A-Series securities F-Series securities E-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Standard Life Global Bond Fund A-Series securities A-Series securities F-Series securities E-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Standard Life Canadian Equity Fund A-Series securities E-Series securities F-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Standard Life Emerging Markets Debt Fund A-Series securities F-Series securities E-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Continuing Fund Manulife Canadian Opportunities Balanced Fund Advisor Series securities Series J securities Series G securities Series X securities Manulife U.S. All Cap Equity Fund Advisor Series securities Series F securities Series FT securities Series G securities Series I securities Series M securities Series T securities Series X securities Manulife Short Term Bond Fund Series H securities Series J securities Series I securities Series I securities Series G securities Series X securities Manulife Strategic Investment Grade Global Bond Fund Advisor Series securities Series G securities Series F securities Series I securities Series I securities Series G securities Series X securities Standard Life Dividend Income Fund Advisor Series securities Series E securities Series F securities Legend Series securities Series G securities Series X securities Manulife Emerging Markets Debt Fund Advisor Series securities Series J securities Series I securities Series I securities Series G securities Series X securities 62

67 Terminating Fund Standard Life European Equity Fund A-Series securities F-Series securities E-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Manulife Canadian Conservative Balanced Fund Advisor Series securities Series F securities Series FT securities Series G securities Series H securities Series I securities Series J securities Series K securities Series T securities Series X securities Standard Life Canadian Equity Value Fund A-Series securities F-Series securities E-Series securities Legend Series securities O-Series 2 securities O-Series 2 securities Continuing Fund Manulife World Investment Fund Series H securities Series J securities Series I securities Series I securities Series G securities Series X securities Standard Life Diversified Income Fund Series H securities Series F securities Series FT securities Series O-2 securities Series S 32 securities Series I securities Series F securities Series T securities Series T securities Series O-2 securities Manulife Dividend Income Fund Advisor Series securities Series F securities Series I securities Series I securities Series G securities Series X securities (vii) Securities of the Continuing Fund received by the securityholders of its corresponding Terminating Fund will have an aggregate net asset value equal to the aggregate net asset value of the securities of the Terminating Fund which are being redeemed. Notwithstanding the receipt of all required approvals, the Manager may, in its discretion, decide not to proceed with, or may delay, a Trust to Trust Merger for any reason. Should all requisite securityholder and regulatory approvals be received, each Trust to Trust Merger is expected to be effective on its Effective Date (as such dates are noted in the chart on pages 20 and 21). Each Terminating Fund will cease distribution of new securities (excluding PACs, DCAs and switches-in from the Manulife Dollar-Cost Averaging Fund) as of the close of business on the Monday immediately preceding its Effective Date or, if the Monday is not a business day, as of the close of business immediately before the Monday. 33 Securityholders will have the right to redeem the securities of the Terminating Trust Funds up to the close of business on their Effective Date. Following the Trust to Trust Mergers, systematic withdrawal plans and any other active optional service, which had been established 32 Such series may be re-named by the Manager, at its discretion, prior to this Merger taking place. 33 E-Series and Legend Series, where applicable, will cease distribution of new securities effective as the close of business on October 30,

68 with respect to the Terminating Fund, will be re-established with respect to the corresponding Continuing Fund unless securityholders advise the Manager otherwise. PROCEDURES FOR THE CORPORATE TO TRUST MERGERS The Mergers identified as Corporate to Trust Mergers in the chart on page 74 will be structured substantially as follows: (i) (ii) (iii) (iv) (v) (vi) (vii) Securityholders of the Terminating Funds, will be asked at the Meetings of those Funds to approve the applicable Corporate to Trust Merger and such other matters as are set forth in the applicable resolutions in respect of the Mergers attached as Schedule G to this Circular. A Terminating Fund will transfer all its assets and liabilities to its respective Continuing Fund for an amount equal to the net value of assets transferred, which amount will be satisfied as described in (iii) below. A Continuing Fund will issue securities (as described in (v) below) to its respective Terminating Fund having a net asset value equal to the net value of assets transferred by the Terminating Fund. A Terminating Fund will redeem its outstanding securities and pay the redemption price for these securities by distributing securities of its respective Continuing Fund to the Terminating Fund s securityholders. Securityholders of a Terminating Fund will receive securities of the same series of its respective Continuing Fund. Securities of the Continuing Fund received by the securityholders of its corresponding Terminating Fund will have an aggregate net asset value equal to the aggregate net asset value of the securities of the Terminating Fund which are being redeemed. As soon as reasonably practicable following the Mergers, the articles of amalgamation of the Corporation or SLCCI, as applicable, will be amended to remove the Terminating Funds. Subject to approval and completion of the Amalgamation Transaction, each Terminating Fund represents one class of shares of the Corporation, whereas each Continuing Fund is structured as a mutual fund trust 34. If approved, the Mergers will therefore result in investors ceasing to be shareholders of a mutual fund corporation and becoming unitholders of a mutual fund trust. Set out below is a description of the material differences between an investor s rights as a unitholder of a mutual fund trust and as a shareholder of a mutual fund corporation. Certain Voting Rights Investors in both mutual fund trusts and mutual fund corporations have the rights provided by National Instrument Investment Funds ( NI ) including the right to receive written notice of certain events and the right to vote in respect of certain fundamental changes including to approve: in 34 As noted above, the Corporate to Trust Mergers are not conditional upon the prior approval and completion of the Amalgamation Transaction. Consequently, if the Amalgamation Transaction is not approved, each Terminating Fund will represent one class of shares of SLCCI. 64

69 most cases, a proposed change to the basis of the calculation of a fee or expense that is charged to the fund that could result in an increase in charges to the fund; the introduction of a fee or expense, to be charged directly to the fund or directly to its securityholders by the fund or its manager in connection with the holding of securities of the mutual fund that could result in an increase in charges to the mutual fund or its securityholders; a proposed change in the manager of the fund to a party not affiliated with the current manager; a proposed change in the fundamental investment objective of the fund; a proposed decrease in the frequency of calculating the net asset value of the fund; a proposed reorganization with, or transfer of assets to, another issuer, if the fund ceases to continue after the transaction and securityholders of the fund become securityholders of the other issuer; a proposed reorganization with, or acquisition of assets from, another issuer, if the fund continues after the transaction, securityholders of the other issuer become securityholders of the fund, and the transaction is a material change to the fund; and the fund restructures into a non-redeemable investment fund or issuer that is not an investment fund. Those changes described above for which securityholder approval is required under NI may be made if approved by a resolution passed by a majority of the votes cast at a meeting of securityholders. Investors in a mutual fund corporation (but not in a mutual fund trust) also have the rights provided by its applicable corporate statute; in the case of the Terminating Funds, subject to approval and completion of the Amalgamation Transaction, the applicable corporate statute is the OBCA. These rights include: the right to vote in respect of certain fundamental changes proposed to be made to the mutual fund corporation (including a proposed change to certain attributes of its shares and a sale of all or substantially all of its assets out of the ordinary course of business); and the right to dissent from certain fundamental changes to the mutual fund corporation and to be paid the fair value for their shares. Fundamental changes to a mutual fund corporation as described above generally may be made only if approved by a resolution of shareholders of the mutual fund corporation passed by two-thirds of the votes cast at a meeting of shareholders or by an instrument in writing signed by all the shareholders. Governance The Corporation has a board of directors that is elected annually by its voting shareholders. The directors and officers of the Corporation, along with the Manager, manage the affairs of the Corporation and, in exercising their powers and discharging their duties, are required to act honestly and in good faith with a view to the best interests of the Corporation, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A mutual fund trust (such as each Continuing Fund) does not have a board of directors. Rather, under the declaration of trust of the Continuing Fund, MAML, as trustee, is obliged to exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Continuing Fund and in connection therewith to exercise a degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. Notwithstanding the receipt of all required approvals, the Manager and/or the board of directors of the Corporation or SLCCI, as applicable may, in their discretion, decide not to proceed with, or may delay, a Corporate to Trust Merger for any reason. Should all requisite securityholder and regulatory approvals be received, each Corporate to Trust Merger is expected to be effective on its Effective Date (as such dates are noted in the chart on pages 20 and 21). Standard Life Corporate Bond Class and Standard Life Canadian Bond Class ceased distribution of new securities on July 19, 2013, and will be capped for PACs on October 30, Standard Life Conservative Portfolio Class and Standard Life Moderate Portfolio Class will cease distribution of new securities, with the exception of PACs and DCAs, as of the close of business on the Monday immediately preceding its Effective Date or, if the Monday is not a business day, as of the close of business immediately before the Monday. Securityholders will have the right to redeem the securities of the Terminating Corporate Funds up to the close of business on their Effective Date. Following the 65

70 Corporate to Trust Mergers, systematic withdrawal plans and any other active optional service, which had been established with respect to the Terminating Fund, will be re-established with respect to the corresponding Continuing Fund unless securityholders advise the Manager otherwise. INTEREST OF MANULIFE ASSET MANAGEMENT LIMITED IN THE PROPOSED MERGERS Pursuant to the terms of the master management agreements with each of the Terminating Funds and Continuing Funds structured as trusts, and with the Corporation, MIX Corp. or SLCCI, as applicable, in respect of the Terminating Funds and the Continuing Funds structured as classes of shares of the Corporation, MIX Corp. or SLCCI, as applicable, (collectively, the Management Agreements ), the Manager provides each of the Terminating Funds and the Continuing Funds with management and administrative services and facilities described in the Management Agreements in return for a management fee. The Manager pays a portion of these fees to the applicable portfolio advisors of the Funds. Some portfolio advisors are affiliates of the Manager. The Management Agreements will continue in force until terminated by either party to the agreement upon 90 days written notice of termination. The Manager is an indirect wholly-owned subsidiary of MLI which, in turn, is a wholly-owned subsidiary of Manulife Financial Corporation, a Toronto Stock Exchange-listed holding company. The management fees paid by the Funds to the Manager during the ended December 31, 2014 and December 31, 2013 for the Trust Funds and the Standard Life Corporate Classes, and April 30, 2015 and April 30, 2014 for the Manulife Corporate Classes, were as follows: Fund Management Fees for most recent year end Management Fees for year prior Manulife Canadian Opportunities Balanced Fund $26,033 $9,760 Manulife U.S. Large Cap Equity Fund $1,015,690 $538,529 Standard Life Global Equity Class $16,879 $10,907 Manulife U.S. All Cap Equity Class $895,610 $417,085 Manulife U.S. Large Cap Equity Class $512,464 $346,595 Manulife Special Opportunities Class $297, ,229 Manulife Short Term Bond Fund $222,423 $222,658 Manulife Strategic Investment Grade Global Bond Fund N/A N/A Standard Life Canadian Equity Fund $1,566,334 $1,465,839 Manulife Emerging Markets Debt Fund $30,035 $26,129 Standard Life European Equity Fund $115,463 $28,039 Manulife Canadian Conservative Balanced Fund $107,634 $1,405 Standard Life Canadian Equity Value Fund $510,873 $137,093 Manulife Short Term Yield Class $94,509 $104,680 Standard Life Corporate Bond Class $992,528 $1,569,540 Standard Life Canadian Bond Class $400,749 $684,442 Standard Life Conservative Portfolio Class $908,419 $446,883 Standard Life Moderate Portfolio Class $138,684 $71,572 66

71 The name, municipality of residence and position held with the Manager of each of the directors and executive officers of the Manager are as follows: Name and municipality of residence Richard B. Coles Toronto, Ontario Barry H. Evans Needham, Massachusetts J. Roy Firth Toronto, Ontario Bruce Gordon, Waterloo, Ontario Paul Lorentz Waterloo, Ontario Roger Renaud Montreal Quebec Paul Rooney Kitchener, Ontario Kai Sotorp Toronto, Ontario Warren Thomson Toronto, Ontario Yanic Chagnon Boucherville, Quebec Lisa Forbes Oakville, Ontario Gorkem Gurgun Toronto, Ontario Joanne Keigan Dartmouth, Nova Scotia Bernard Letendre Toronto, Ontario Anick Morin Montreal, Quebec Lucas Pontillo Toronto, Ontario Warren Rudick Toronto, Ontario Christopher Walker Stirling, Ontario Position with the Manager Director Director Director Director Director Director Director Director, Chief Executive Officer, Ultimate Designated Person and President Director Vice President, Investment Products Vice President Controller Vice President Senior Vice President Associate General Counsel and Assistant Secretary Chief Financial Officer General Counsel and Secretary Chief Compliance Officer None of the directors or executive officers of the Manager is paid or otherwise compensated or reimbursed for expenses by the Funds. Other than ownership of securities of the Funds, none of the above individuals was indebted to or had any transaction or arrangement with the Funds during the last fiscal year of the Funds. The Funds have not paid, and are not obligated to pay, any remuneration to the directors and officers of the Manager. 67

72 RECOMMENDATION OF THE INDEPENDENT REVIEW COMMITTEE Pursuant to National Instrument Independent Review Committee for Investment Funds, the independent review committee of each of the Funds (the IRC ) has reviewed the proposed Merger of each Terminating Fund with its corresponding Continuing Fund and the process to be followed in connection with each Merger, and has advised the Manager that, in the opinion of the IRC, having reviewed each Merger as a potential conflict of interest matter, each Merger achieves a fair and reasonable result for the Terminating Fund and its respective Continuing Fund. While the IRC has considered each proposed Merger from a conflict of interest perspective, it is not the role of the IRC to recommend that securityholders of any Fund vote in favour of the Mergers. Securityholders should review the proposed Mergers and make their own decision. APPROVALS FOR THE CORPORATE MERGERS To give effect to the Corporate Mergers, approval must be given by the affirmative vote of at least a twothirds majority of the votes cast at the Meeting by or on behalf of securityholders of each Continuing Corporate Fund, and by the affirmative vote of at least a majority of the votes cast at the Meeting by or on behalf of securityholders of each of Manulife U.S. Large Cap Equity Class and Manulife Special Opportunities Class (in this section, each a Fund and together the Funds ) by voting in favour of the applicable resolution as set forth in Schedule E to this Information Circular. The Manager will make such changes to the Funds immediately prior to a Corporate Merger as may be necessary to fulfill regulatory and other requirements, including realigning the investments within a Terminating Fund to conform with its corresponding Continuing Fund. Securityholders of record of the Continuing Funds that are entitled to vote on the Corporate Merger have the right to dissent in respect of the resolutions set forth in Schedule E to this Information Circular, as described under Dissent Rights. Applicable securities legislation also requires that approval for certain of the Corporate Mergers must be granted by the Canadian securities regulatory authorities because the fundamental investment objectives of the Terminating Funds and their corresponding Continuing Funds are not considered to be substantially similar as required by subsection 5.6(1)(a)(ii) of NI On September 15, 2015, the Manager applied to the Canadian securities regulatory authorities for approval of each applicable Corporate Merger. Although no assurance can be provided, the Manager expects that such approval will be granted. If a Terminating Fund receives all necessary approvals for its Merger, it may complete its Merger regardless of whether any other Terminating Fund proceeds with its Merger. APPROVALS FOR THE TRUST TO TRUST MERGERS To give effect to the Trust to Trust Mergers for each of Manulife Canadian Opportunities Balanced Fund, Manulife U.S. Large Cap Equity Fund, Manulife Short Term Bond Fund, Manulife Strategic Investment Grade Global Bond Fund, Standard Life Canadian Equity Fund, Manulife Emerging Markets Debt Fund, Standard Life European Equity Fund, Manulife Canadian Conservative Balanced Fund, and Standard Life Canadian Equity Value Fund, approval must be given by the affirmative vote of at least a majority of the votes cast at the Meeting by or on behalf of securityholders of each such Fund by voting in favour of the applicable resolution as set forth in Schedule F to this Information Circular. 68

73 The Manager will make such changes to the Funds immediately prior to a Trust to Trust Merger as may be necessary to fulfill regulatory and other requirements, including realigning the investments within a Terminating Fund to conform with its corresponding Continuing Fund. Applicable securities legislation also requires that approval for certain of the Trust to Trust Mergers must be granted by the Canadian securities regulatory authorities because the fundamental investment objectives of the Terminating Funds and their corresponding Continuing Funds are not considered to be substantially similar as required by subsection 5.6(1)(a)(ii) of NI On September 15, 2015, the Manager applied to the Canadian securities regulatory authorities for approval of each applicable Trust to Trust Merger. Although no assurance can be provided, the Manager expects that such approval will be granted. If a Terminating Fund receives all necessary approvals for its Merger, it may complete its Merger regardless of whether any other Terminating Fund proceeds with its Merger. APPROVALS FOR THE CORPORATE TO TRUST MERGERS To give effect to the Corporate to Trust Mergers for each of Standard Life Corporate Bond Class, Standard Life Canadian Bond Class, Standard Life Conservative Portfolio Class, and Standard Life Moderate Portfolio Class (in this section, each a Fund and together the Funds ), approval must be given by the affirmative vote of at least a majority of the votes cast at the Meeting by or on behalf of securityholders of each such Fund by voting in favour of the applicable resolution as set forth in Schedule G to this Information Circular. The Manager will make such changes to the Funds immediately prior to a Corporate to Trust Merger as may be necessary to fulfill regulatory and other requirements, including realigning the investments within a Terminating Fund to conform with its corresponding Continuing Fund. Applicable securities legislation also requires that approval for the Corporate to Trust Mergers must be granted by the Canadian securities regulatory authorities because each Corporate to Trust Merger is being conducted on a taxable basis contrary to subsection 5.6(1)(b) of NI On September 15, 2015, the Manager applied to the Canadian securities regulatory authorities for approval of each Corporate to Trust Merger. Although no assurance can be provided, the Manager expects that such approval will be granted. If a Terminating Fund receives all necessary approvals for its Merger, it may complete its Merger regardless of whether any other Terminating Fund proceeds with its Merger. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE PROPOSED AMALGAMATION AND FUND MERGERS The following is a general summary of the principal Canadian federal income tax consequences of the proposed Mergers relevant to a securityholder who, for purposes of the Tax Act, at all relevant times, is an individual (other than a trust) resident in Canada who holds securities of the Funds as capital property. This summary is based on the current provisions of the Tax Act and the regulations thereunder (the Tax Regulations ), all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and current publicly available administrative practices and assessing policies published by the Canada Revenue Agency. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative action or decision, or changes in the administrative practices of the Canada Revenue Agency, nor does it consider other federal, provincial, territorial or foreign income tax consequences. 69

74 This summary is of a general nature only and is not intended to be, nor should it be treated as, legal or tax advice to any particular securityholder. It is not exhaustive of all possible tax consequences. Securityholders should consult their own tax advisors for advice about their specific circumstances. In this summary, a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account or deferred profit sharing plan, all as defined in the Tax Act, are collectively referred to as Registered Plans and individually referred to as a Registered Plan. REDEMPTION BEFORE AMALGAMATION AND MERGER A securityholder who redeems securities of a Standard Life Corporate Class or Manulife Corporate Class before the Amalgamation of the Corporations or who redeems securities of a Continuing Fund or Terminating Fund before the Merger of the Fund, will realize a capital gain (or capital loss) in the amount by which the proceeds of redemption of the securities exceed (or are exceeded by) the aggregate of the securityholder s adjusted cost base of the securities and any reasonable costs of disposition. A securityholder who holds securities directly, rather than in a Registered Plan, must include one-half of such a capital gain in income and may deduct one-half of any such capital loss (allowable capital loss) against taxable capital gains of the securityholder in accordance with detailed rules in the Tax Act. Allowable capital losses in excess of taxable capital gains realized in any year may, subject to certain limitations under the Tax Act, be carried back three or forward indefinitely for deduction against taxable capital gains realized in those. If securities are held by a Registered Plan, capital gains realized on a redemption of securities will be exempt from tax. Withdrawals from the Registered Plan, other than withdrawals from a tax-free savings account and certain permitted withdrawals from a registered education savings plan or a registered disability savings plan, are generally fully taxable. TAX CONSEQUENCES OF AMALGAMATION Tax Implications of Year End Dividends The completion of the Amalgamation will cause a taxation year end for each Corporation immediately prior to the Amalgamation. Prior to the Amalgamation, the Corporations may determine to declare and pay ordinary dividends and/or capital gains dividends as necessary to securityholders of record as of the business day prior to the year end in order to obtain a refund of capital gains and Part IV taxes payable under the Tax Act by the Corporation as a whole. Taxable dividends and eligible dividends paid by a Corporation, other than capital gains dividends described below, whether received in cash or reinvested in additional securities of a corporate fund, will be included in computing the securityholder s income. The dividend gross-up and tax credit mechanism normally applicable to taxable dividends paid by a taxable Canadian corporation and eligible dividends will apply to such dividends. Capital gains dividends paid by a Corporation will be treated as realized capital gains in the hands of the securityholders and will be subject to the general rules relating to the taxation of capital gains which are described above under the heading Redemption Before Amalgamation. Tax Implications of the Amalgamation The Amalgamation of the Corporations will be a tax-deferred transaction and is expected to result in an acquisition of control of SLCCI. SLCCI must realize for tax purposes any unrealized accrued capital losses but may choose to defer realizing any unrealized accrued capital gains. SLCCI intends to elect to realize capital gains to the extent that capital losses and loss carryforwards are available to offset such gains. In addition, SLCCI intends to elect to realize capital gains to the extent they are entitled to a refund of taxes on such gains pursuant to the Tax Act. SLCCI will have expired tax losses, to the extent they cannot be used to offset realized gains in the taxation year before the Amalgamation, as a result of the acquisition of control but its securityholders with accrued losses on their securities will continue to have 70

75 such losses which they may realize and use to offset capital gains realized after the Amalgamation. SLCCI is not expected to have any or any significant expired losses as a result of the Amalgamation. MIX Corp. will not experience an acquisition of control for tax purposes. A securityholder of the Corporations will not realize a capital gain or capital loss as a result of the exchange of securities on the Amalgamation and will receive securities of the relevant class of Amalco with a cost equal to the aggregate adjusted cost base of the securities that were exchanged. Where a securityholder receives securities of one series of a class of securities of Amalco on the Amalgamation, the securityholder s cost of those securities will be equal to the adjusted cost base of his or her securities of the corporate fund of the Corporation in respect of which such securities were received. Amalco is expected to be at all material times a mutual fund corporation under the Tax Act. Tax Consequences of Investing in Amalco For securityholders of Standard Life Corporate Class Inc. and Manulife Investment Exchange Funds Corp., the tax consequences of acquiring, holding and disposing of their securities of Amalco will be substantially the same as the tax consequences of acquiring, holding and disposing of their current securities. Dissenting Securityholders The tax consequences to a Dissenting Securityholder (as defined below) will generally be the same as the tax consequences of the redemption of securities described above under Redemption Before Amalgamation and Merger. Any interest awarded by a court to a Dissenting Securityholder will be included in the Dissenting Securityholder s income for the purposes of the Tax Act. Eligibility for Registered Plans Securities of each of the Corporations as they currently exist are qualified investments under the Tax Act for trusts governed by Registered Plans. Following the Amalgamation, it is expected that securities of the classes of Amalco will remain at all material times qualified investments under the Tax Act for Registered Plans. TAX CONSEQUENCES OF MERGERS The Corporate Mergers will take place on a tax-deferred basis and will therefore not have any material adverse tax consequences for securityholders. The Merger of a Standard Life Corporate Class with a Manulife Corporate Class is also conditional upon the approval and implementation of the Amalgamation. Each of the Corporate to Trust Mergers are intended to be taxable mergers and the accumulated unused losses of the Continuing Trust Funds, if any, can be carried forward to shelter future income and/or gains of the Continuing Trust Funds following the completion of the Mergers. Each of the Trust to Trust Mergers is intended to be a qualifying exchange under the Tax Act (the Qualifying Exchange ). Accordingly, the Qualifying Exchange will take place on a tax-deferred basis and will therefore not have any material adverse tax consequences for securityholders. 71

76 CORPORATE MERGERS Terminating Fund Standard Life Short Term Yield Class Manulife Global Focused Class Standard Life U.S. Equity Value Class Manulife U.S. Large Cap Equity Class Manulife Special Opportunities Class Continuing Fund Manulife Short Term Yield Class Standard Life Global Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. All Cap Equity Class Tax Consequences to the Funds The Corporate Mergers will take place on a tax-deferred basis and will, therefore, not have any material adverse tax consequences for securityholders. The reallocation by the corporation, Amalco or MIX Corp, as applicable, of assets and liabilities of the Terminating Fund to its Continuing Fund will not be a taxable transaction for the Terminating Fund. The reallocation of assets does not result in a transfer of assets for tax purposes and does not result in a taxation year end for the corporation but, if necessary, the Terminating Fund and/or its Continuing Fund may distribute before the Corporate Merger, ordinary dividends received from Canadian sources, and/or net realized capital gains for the period from the beginning of its taxation year in which the Corporate Merger takes place to the Effective Date of the Corporate Merger. Tax Consequences to Securityholders of the Funds Securityholders of the Terminating Fund will not realize a capital gain or a capital loss on the exchange of their securities of the Terminating Fund for securities of its Continuing Fund. The aggregate adjusted cost base of the securityholders securities of the Terminating Fund will become the aggregate adjusted cost base of the securities of the Continuing Fund they receive on the exchange. A securityholder s adjusted cost base of the new securities of the Continuing Fund acquired on the exchange will be averaged with the adjusted cost base of other identical securities of that fund already owned by the securityholder as capital property. Securityholders that have an accrued capital gain or loss on their securities of the Terminating Fund will continue to have such accrued gain or loss on their securities of the Continuing Fund. Securityholders of the Terminating Fund and Continuing Fund will be subject to the same tax consequences on distributions, if any, as a result of the Corporate Merger as on regular year-end distributions made by the Funds. Unless their securities are held in a Registered Plan, securityholders of the Fund will receive a statement for tax purposes identifying their share of such distributions, if any. Securityholders of the Continuing Fund will not realize any capital gain or loss, nor any change in the adjusted cost base of their securities, as a result of the Corporate Merger. TRUST TO TRUST MERGERS Terminating Trust Fund Standard Life Balanced Fund Manulife U.S. Large Cap Equity Fund Standard Life Short Term Bond Fund Continuing Trust Fund Manulife Canadian Opportunities Balanced Fund Manulife U.S. All Cap Equity Fund Manulife Short Term Bond Fund 72

77 Standard Life Global Bond Fund (formerly Standard Life International Bond Fund) Standard Life Canadian Equity Fund Standard Life Emerging Markets Debt Fund Standard Life European Equity Fund Manulife Canadian Conservative Balanced Fund Standard Life Canadian Equity Value Fund Manulife Strategic Investment Grade Global Bond Fund Standard Life Dividend Income Fund Manulife Emerging Markets Debt Fund Manulife World Investment Fund Standard Life Diversified Income Fund Manulife Dividend Income Fund Tax Consequences to the Funds The Funds will file the required tax election for each Trust to Trust Merger to take place on a tax-deferred basis. The current taxation of the Funds will be deemed to end on the date of the Qualifying Exchange, resulting in the current taxation year for each such fund being shorter in length than normal. To the extent necessary, each Fund will distribute to each of its securityholders a sufficient amount of the particular fund s income and net realized capital gains for this short taxation year to ensure that each Fund will not be required to pay any income tax. For income tax purposes, on the date of the Qualifying Exchange, each of the Funds will be deemed to dispose of each of its assets for proceeds equal to the lesser of the then fair market value of the asset and the Fund s cost amount of the asset for tax purposes, subject to the election described below. Accordingly, the Funds must realize for tax purposes any unrealized accrued capital losses but may choose to defer realizing any unrealized accrued capital gains. The Funds intend to elect to realize capital gains to the extent that capital losses and loss carryforwards are available to offset such gains. In addition, the Funds also intend to elect to realize capital gains to the extent they are entitled to a refund of taxes on such gains pursuant to the Tax Act. If a Fund cannot use all its losses, including any accrued losses realized as described above, such losses cannot be used to shelter income or gains arising after the Trust to Trust Merger and will therefore expire. Consequently, securityholders of each Fund who hold securities directly, rather than in a Registered Plan, may receive a taxable distribution earlier than they would otherwise had the Trust to Trust Merger not occurred. Tax Consequences to Securityholders of the Funds Securityholders of the Funds will be subject to the same tax consequences on distributions for the current taxation year as on regular year-end distributions made by the Funds. Unless their securities are held in a Registered Plan, securityholders of the Funds will receive a statement for tax purposes identifying their share of such distributions, if any. Securityholders of each Continuing Fund will not realize any capital gain or loss, nor any change in the adjusted cost base of their securities, as a result of the exchange of securities by securityholders of the corresponding Terminating Fund. Securityholders of each Terminating Fund will be considered to dispose of their securities in such Terminating Fund in exchange for securities of the corresponding Continuing Fund. However, such securityholders will not realize any capital gain or loss for tax purposes as a result of the exchange of securities. The aggregate adjusted cost base of their securities of the Terminating Fund will become the aggregate adjusted cost base of the securities of the corresponding Continuing Fund they receive on the 73

78 Qualifying Exchange. A securityholder s adjusted cost base of the new securities of a Continuing Fund acquired on the Qualifying Exchange will be averaged with the adjusted cost base of other identical securities of that Fund already owned by that securityholder as capital property. Securityholders that have an accrued capital gain or loss on their securities of a Terminating Fund will continue to have such an accrued gain or loss on their securities of the corresponding Continuing Fund. CORPORATE TO TRUST MERGERS Terminating Corporate Fund Standard Life Corporate Bond Class Standard Life Canadian Bond Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class Continuing Trust Fund Standard Life Corporate Bond Fund Manulife Bond Fund Standard Life Conservative Portfolio Standard Life Moderate Portfolio Tax Consequences to the Funds Each of these Mergers will occur on a taxable basis. On each of the Corporate to Trust Mergers noted in the above chart, each Terminating Corporate Fund, and therefore the corporation, Amalco or SLCCI, as applicable, will realize any remaining accrued capital gains or accrued capital losses as a result of the transfer of its net assets to the corresponding Continuing Trust Fund. The Terminating Corporate Fund will be terminated as soon as reasonably practical after the distribution of securities of the corresponding Continuing Trust Fund by the Terminating Corporate Fund and by no later than December 31, The corporation will not have a taxation year end as a result of the Merger but, if necessary, the Terminating Fund may distribute before the Merger, ordinary dividends received from Canadian sources and/or net realized capital gains for the period from the beginning of its taxation year in which the Corporate to Trust Merger takes place to the Effective Date of the Merger. The Continuing Trust Fund will not have a taxation year end and will not realize any accrued gains or losses as a result of the taxable Merger. If necessary, the Continuing Fund may distribute before the Merger, income and/or net realized capital gains for the period from beginning of its taxation year in which the Corporate to Trust Merger takes place to the Effective Date of the Merger. The corporation and the Continuing Trust Funds will be able to carry forward all their unused losses to offset their future income or gains that arise after the Mergers. Tax Consequences to Securityholders of the Funds Securityholders of the Terminating Fund and Continuing Fund will be subject to the same tax consequences on distributions, if any, as a result of the Merger as on regular year-end distributions made by the Fund. Unless their securities are held in a Registered Plan, securityholders of the Corporate Fund will receive a statement for tax purposes identifying their share of such distributions, if any. Securityholders of the Continuing Fund will not realize any capital gain or loss, nor any change in the adjusted cost base of their securities, as a result of the taxable Merger. Securityholders of the Terminating Fund will be considered to dispose of their securities in the Terminating Fund in exchange for securities of the corresponding Continuing Fund. Securityholders of the Terminating Fund will realize a capital gain (or capital loss) for tax purposes as a result of the redemption of securities in the amount by which the fair market value of the securities of the Continuing Fund received on the redemption exceeds (or is exceeded by) the aggregate of the securityholder s adjusted cost base of his or her securities of the Terminating Fund. The fair market value on the date of 74

79 the Merger of a securityholder s securities of the Continuing Fund received on the Merger will become the aggregate adjusted cost base to the securityholder of the securities of the Continuing Fund received on the Merger. A securityholder s adjusted cost base of new securities of a Continuing Fund acquired on the Merger will be averaged with the adjusted cost base of other securities of that Fund already owned by the securityholder. A securityholder who holds securities directly, rather than in a Registered Plan, must include one-half of the capital gain in income and may deduct one-half of the capital loss against taxable capital gains subject to and in accordance with detailed rules in the Tax Act. There were 2,925 securityholders of the Terminating Funds as of October 1, 2015, the record date. Approximately 2,030 of those securityholders could realize a capital gain as a result of the Corporate to Trust Mergers, with the average gain being approximately $ 3,044 per securityholder or approximately 6 percent of the value of their securities. However, of the securityholders in a possible gain position, 11 hold their securities in a Registered Plan and therefore, approximately 2,019 securityholders in such Terminating Funds hold their securities directly rather than in a Registered Plan. The remaining securityholders of the Terminating Funds are in a loss position. If securityholders of the Terminating Funds switch their investment to other non-terminating Corporate Funds of the corporation, Amalco or SLCCI, as applicable, prior to the Corporate to Trust Mergers, they will not realize any capital gain or capital loss on such transaction. TAX CONSEQUENCES OF INVESTING IN CONTINUING FUNDS Please refer to the Simplified Prospectus for a description of the income tax consequences of acquiring, holding and disposing of securities of a Continuing Fund. You can get a copy of the Simplified Prospectus at your request, and at no cost, by calling , by writing to Client Services of the Manager at Manulife Investments, a division of MAML, Order Receipt Office, 500 King Street North, Delivery Station 500 G-B, Waterloo, Ontario, N2J 4C6 or by visiting the Manager s website at manulifemutualfunds.ca or SEDAR at sedar.com. ELIGIBILITY FOR REGISTERED PLANS Securities of each of the Terminating Funds and Continuing Funds are qualified investments for Registered Plans. The Manager reserves the right to limit purchases (including switches) by Registered Plans into certain Manulife Corporate Classes and Standard Life Corporate Classes. Please refer to the Simplified Prospectus dated October 31, 2014, as amended, for Standard Life Corporate Classes and Simplified Prospectus dated July 31, 2015, as amended, for Manulife Corporate Classes for details. HARMONIZED SALES TAX (HST) AND QUEBEC SALES TAX (QST) Upon the merger of two Funds, HST charged to a series of a Continuing Fund may be greater or less than the HST that would otherwise be charged to the corresponding Terminating Fund or the Continuing Fund depending on the proportion of the total value of the securities of the series attributable to each of the Terminating Fund and Continuing Fund immediately after the Merger and the residential information used to calculate the HST for the merging Terminating Fund s and Continuing Fund s series immediately prior to the Merger. 75

80 VOTING PROCEDURES AND PROXIES APPOINTMENT AND REVOCATION OF PROXIES The persons named in the enclosed form of proxy are directors and/or officers of the Manager. You have the right to appoint some other person (who need not be a securityholder of the Funds) to attend or act on your behalf at the Meetings by striking out the printed names and inserting the name of such other person in the blank space provided in the form of proxy, or by completing another proxy in the proper form. Your properly completed form of proxy must be returned in the envelope provided to Broadridge Financial Solutions, Inc., c/o Data Processing Centre, P.O. Box 2800 Stn. LCD, Malton, Mississauga, Ontario L5T 2T7. In lieu of delivery by mail or courier, a completed form of proxy may be faxed to (English) or (French). 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 5:00 p.m. (Toronto Time) on Tuesday, November 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, a properly completed form of proxy or your voting instructions, if provided electronically or telephonically, must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Special Meeting, or with the Chairman of the Special Meeting prior to commencement of the Special Meeting. If you give a proxy, you may revoke it in relation to any matter, provided a vote has not already been taken on that matter. You can revoke your proxy by: completing and signing a proxy bearing a later date and depositing it as described above; depositing a written revocation executed by you, or by your attorney who you have authorized in writing to act on your behalf, at the above address at any time up to and including the last business day preceding the day of the Meetings, or any postponement(s), adjournment(s) or continuance(s), at which the proxy is to be used, or with the chair of the Meetings prior to the beginning of the Meetings on the day of the Meetings or any postponements(s), adjournment(s) or continuance(s); or any other manner permitted by law. EXERCISE OF DISCRETION BY PROXIES The management representatives designated in the enclosed form of proxy will vote the securities for which they are appointed proxy in accordance with your instructions as indicated on the form of proxy. In the absence of such direction, such securities will be voted by the management representatives FOR the resolutions set out in Schedules B to G to this Information Circular. The enclosed form of proxy confers discretionary authority on the designated management representatives relating to amendments to, or variations of, matters identified in the Notice attached to this Information Circular and relating to other matters which may properly come before the Meetings. As at the date of this Information Circular, the Manager does not know of any such amendments, variations or other matters. 76

81 SECURITIES HELD THROUGH INTERMEDIARIES Except as hereinafter provided, the Manager has distributed copies of the Notice of Meetings, Circular, form of proxy and fund facts, as applicable, (collectively, the documents ) to clearing agencies, securities dealers, banks and trust companies, or their nominees (the intermediaries ), for onward distribution to persons whose securities are held by or in the custody of those intermediaries. The intermediaries are required to forward the documents to such securityholders. The information set forth in this section is important to securityholders who do not hold their securities in their own name (referred to in this Circular as Beneficial Securityholders ). Beneficial Securityholders should note that only proxies deposited by securityholders whose names appear on the records of the applicable Fund as the registered holders of securities can be recognized and acted upon at the Meetings. If securities are listed in an account statement provided to a securityholder by a broker, then in almost all cases those securities will not be registered in the securityholder s name on the records of the Funds. Such securities will more likely be registered under the name of the securityholder s financial advisor, broker or an agent of the financial advisor or broker. Securities held by financial advisors, brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Securityholder. Without specific instructions, the brokers/nominees are prohibited from voting Securities for their clients. The Manager does not know for whose benefit the securities registered in the name of nominees are held. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Securityholders in advance of securityholder meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Securityholders in order to ensure that their securities are voted at the Meetings. Often, the form of proxy supplied to a Beneficial Securityholder by its broker is identical to the form of proxy provided to registered securityholders. However, its purpose is limited to instructing the registered securityholder how to vote on behalf of the Beneficial Securityholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ). Broadridge mails a scannable Voting Instruction Form in lieu of the Broadridge form of proxy. You are asked to complete and return the Voting Instruction Form to Broadridge by mail or facsimile. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of securities to be represented at the Meetings. Beneficial Securityholders who wish to file proxies or attend a Meeting in person to vote their securities should follow the directions of their intermediary with respect to the procedure to be followed. Generally, Beneficial Securityholders will either: (i) be provided with a proxy executed by the intermediary, as the registered investor, but otherwise uncompleted. The Beneficial Securityholders may complete the form of proxy and return it in the postage prepaid envelope accompanying this Circular; or (ii) be provided by the intermediary with a request for voting instructions. The Beneficial Securityholders may complete the form of proxy in order to provide voting instructions, sign it and return it in the postage prepaid envelope accompanying this Circular. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Trust Funds are organized as trusts and each Trust Fund is divided into units of various series and an unlimited number of units of each series of a Trust Fund may be issued. 77

82 The authorized capital of MIX Corp. and SLCCI each consists of an unlimited number of voting and nonparticipating shares, of which two hundred are outstanding in the case of MIX Corp. and one is outstanding in the case of SLCCI, as of the date hereof for each Corporation and of an unlimited number of classes of non-voting participating, redeemable shares, each referred to as a mutual fund share or corporate class share. Each corporate class share of each Corporation may further be divided into an unlimited number of series in the case of MIX Corp., and into a maximum of 100 series in the case of SLCCI, by the directors of the applicable Corporation, without the approval of the shareholders of that Corporation. October 1, 2015 has been established as the record date for the determination of securityholders of the Funds entitled to receive notice of the Special Meetings. Only securityholders of record on such record date are entitled to vote at the Special Meetings except to the extent that any such securityholder has transferred any of his or her Securities after such record date and the new holder of those Securities establishes to the satisfaction of the Manager that such transferee owns the Securities and makes arrangements with the Manager to have his or her name included on the applicable Fund s register of securityholders before the commencement of the Special Meeting(s), in which case that person will be entitled to vote at such Special Meeting(s). As at the close of business on October 1, 2015, the Funds had the approximate numbers of issued and outstanding securities as set out in Schedule H attached to the Information Circular. As at October 1, 2015, the directors and executive officers of the Manager as a group beneficially owned, directly or indirectly, less than 10% of the securities of any series of a Fund. To the knowledge of the directors and executive officers of the Manager, as of the close of business on October 1, 2015, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the securities of a series of a Fund entitled to be voted at the Meetings, except as set forth in Schedule I attached to this Information Circular. Except as described below, securities of the Funds that are held by the Manager or by an affiliate of the Manager or by mutual funds managed by the Manager or by an affiliate of the Manager will not be voted at the Meetings; any such securities will be used for quorum purposes only. Securities of a Fund held by the Manager will only be voted by the Manager to the extent that no other securityholder of the Fund exercises its right to vote on a resolution. As of the close of business on October 1, 2015, MLI, an affiliate of the Manager, owned securities of the Funds, as set forth in Schedule J attached to this Information Circular. MLI is an insurance company and holds securities of the Funds as principal and in connection with its obligations towards its policyholders, the nature of which is determined by reference to the Funds. The securities of any Fund that are held by MLI will be used for quorum purposes. These securities will only be voted by MLI to the extent that no other securityholder of the applicable Fund exercises its right to vote on a resolution. The Manager understands that, if no other securityholder of the applicable Fund exercises its right to vote on a resolution, MLI intends to vote these securities in favour of the resolutions attached to this Information Circular. DISSENT RIGHTS CBCA Under section 190 of the CBCA, securityholders of Standard Life Short Term Yield Class, Standard Life Canadian Bond Class, Standard Life Corporate Bond Class, Standard Life Monthly Income Class, Standard Life Dividend Income Class, Standard Life Canadian Dividend Growth Class, Standard Life U.S. Equity Value Class, Standard Life Global Dividend Growth Class, Standard Life Global Equity 78

83 Class, Standard Life Emerging Markets Dividend Class, Standard Life Conservative Portfolio Class, Standard Life Moderate Portfolio Class, Standard Life Growth Portfolio Class, and Standard Life Dividend Growth & Income Portfolio Class (in this subsection, each a Fund ) have the right to dissent in respect of the special resolution set forth in Schedule B hereto (the Resolution ) and, if the action approved by a Resolution becomes effective, to receive the fair value of the securities in respect of which the securityholder dissents, determined as of the close of business on the day before the Resolution is adopted. The board of directors of the Corporation considers the fair value of the securities of a Fund to be the net asset value thereof (less any applicable redemption fees) determined on the relevant valuation date and therefore intends to offer, if necessary, such value to any securityholder of the Fund who exercises his or her right to dissent (in this subsection, a Dissenting Securityholder ) if the applicable Resolution(s) set out in the Schedules is adopted. There are certain steps you must take to exercise this right, which include providing written notice of your objection to the applicable proposal(s) to Client Services of the Manager at Order Receipt Office, 500 King Street North, Delivery Station 500 G-B, Waterloo, Ontario, N2J 4C6 at or before the date of the Meeting. Securityholders of the Funds currently have the right to redeem their securities on any business day up until the close of business on the Effective Date of such proposal. Securityholders who exercise such right of redemption will receive the net asset value per security determined at the close of business on such day and thereafter are deemed not to be securityholders of a Fund and may not exercise any rights of dissent in respect of its proposal. Redemption requests in respect of securities may therefore be received by the close of business on the Effective Date of the proposal implementation. Payment for securities redeemed is made not later than the third business day following the date of redemption. As a result of the procedures set out in section 190 of the CBCA, Dissenting Securityholders who exercise their right to dissent in accordance with such procedures will receive the fair value for their securities later than would be the case if the Dissenting Securityholder were to redeem his or her securities in accordance with the normal redemption procedures described above. A securityholder of a Fund that is entitled to vote on its proposal and who does not wish to authorize the Resolution should therefore consult with an advisor before exercising the securityholder s right to dissent, to confirm whether redemption in the ordinary course is the preferred procedure to follow. The foregoing discussion on dissent rights is not a comprehensive statement of the procedures to be followed by a Dissenting Securityholder and is qualified in its entirety by the full text of Section 190 of the CBCA. Failure to strictly comply with the provisions of Section 190 of the CBCA and to adhere to the procedures established therein may result in the loss of all rights thereunder. OBCA Under section 185 of the OBCA, securityholders of Standard Life Short Term Yield Class, Standard Life Canadian Bond Class, Standard Life Corporate Bond Class, Standard Life Monthly Income Class, Standard Life Dividend Income Class, Standard Life Canadian Dividend Growth Class, Standard Life U.S. Equity Value Class, Standard Life Global Dividend Growth Class, Standard Life Global Equity Class, Standard Life Emerging Markets Dividend Class, Standard Life Conservative Portfolio Class, Standard Life Moderate Portfolio Class, Standard Life Growth Portfolio Class, Standard Life Dividend Growth & Income Portfolio Class (in respect of the Amalgamation) and securityholders of Manulife Short Term Yield Class, Standard Life Global Equity Class, and Manulife U.S. All Cap Equity Class (in respect of their Mergers) (in this subsection, each a Fund ) have the right to dissent in respect of the special resolutions set forth in Schedule C and Schedule E hereto (each a Resolution ), as applicable, and, if the action approved by a Resolution becomes effective, to receive the fair value of the securities in respect of which the securityholder dissents, determined as of the close of business on the day before the 79

84 Resolution is adopted. The board of directors of the Corporations consider the fair value of the securities of a Fund to be the net asset value thereof (less any applicable redemption fees) determined on the relevant valuation date and therefore intends to offer, if necessary, such value to any securityholder of the Fund who exercises his or her right to dissent (in this subsection a Dissenting Securityholder ) if the applicable Resolution(s) set out in the Schedules is adopted. There are certain steps you must take to exercise this right, which include providing written notice of your objection to the applicable proposal(s) to Client Services of the Manager at Order Receipt Office, 500 King Street North, Delivery Station 500 G-B, Waterloo, Ontario, N2J 4C6 at or before the date of the Meeting. Securityholders of the Funds currently have the right to redeem their securities on any business day up until the close of business on the Effective Date of the applicable proposal. Securityholders who exercise such right of redemption will receive the net asset value per security determined at the close of business on such day and thereafter are deemed not to be securityholders of a Fund and may not exercise any rights of dissent in respect of its proposal. Redemption requests in respect of securities may therefore be received by the close of business on the Effective Date of the proposal implementation. Payment for securities redeemed is made not later than the third business day following the date of redemption. As a result of the procedures set out in section 185 of the OBCA, Dissenting Securityholders who exercise their right to dissent in accordance with such procedures will receive the fair value for their securities later than would be the case if the Dissenting Securityholder were to redeem his or her securities in accordance with the normal redemption procedures described above. A securityholder of a Fund that is entitled to vote on its proposal and who does not wish to authorize the applicable Resolution should therefore consult with an advisor before exercising the securityholder s right to dissent, to confirm whether redemption in the ordinary course is the preferred procedure to follow. The foregoing discussion on dissent rights is not a comprehensive statement of the procedures to be followed by a Dissenting Securityholder and is qualified in its entirety by the full text of Section 185 of the OBCA. Failure to strictly comply with the provisions of Section 185 of the OBCA and to adhere to the procedures established therein may result in the loss of all rights thereunder. AUDITOR The auditor of the Funds is PricewaterhouseCoopers LLP, Chartered Accounts, 18 York Street, Suite 2600, Toronto, Ontario M5J 0B2 and 1250, boulevard René-Lévesque Ouest, bureau 2800, Montréal QC H3B 2G4. GENERAL Additional information about the Funds is available in their Simplified Prospectus, Annual Information Form, fund facts, management report of fund performance and financial statements. You can get a copy of these documents upon request and at no cost, by calling the Manager toll-free at or by at manulifemutualfunds@manulife.com. These documents and other information about the Funds are also available on the Funds website or at Securities of a Terminating Fund are also being provided, along with this Information Circular, the fund facts for the corresponding Continuing Fund relating to their Merger. 80

85 The contents of this Information Circular and its distribution have been approved by the Board of Directors of Manulife Asset Management Limited., as investment fund manager of the Funds and on behalf of by the Board of Directors of Manulife Investment Exchange Funds Corp. in respect of the Manulife Corporate Classes and on behalf of Standard Life Corporate Class Inc. in respect of the Standard Life Corporate Classes. Dated at Toronto, Ontario, this 13th day of October, By order of the Board of Directors of Manulife Asset Management Limited (as manager of the Funds) By: Anick Morin Anick Morin Associate General Counsel and Assistant Secretary By order of the Board of Directors of Manulife Investment Exchange Funds Corp. By: Bernard Letendre Bernard Letendre Director By order of the Board of Directors of Standard Life Corporate Class Inc. in respect of the Standard Life Corporate Classes By: Yanic Chagnon Yanic Chagnon Director 81

86 SCHEDULE A AMALGAMATION AGREEMENT THIS AMALGAMATION AGREEMENT is made as of this 21st day of November, B E T W E E N: STANDARD LIFE CORPORATE CLASS INC., a corporation continued under the laws of the Province of Ontario ( SLCCI ) - and - MANULIFE INVESTMENT EXCHANGE FUNDS CORP., a corporation amalgamated under the laws of the Province of Ontario ( MIX Corp. ) RECITALS: A B C SLCCI and MIX Corp. have agreed to amalgamate pursuant to the Business Corporations Act (Ontario); SLCCI and MIX Corp. have each made disclosure to the other of their respective assets and liabilities; and it is desirable that this amalgamation should be effected. NOW THEREFORE in consideration of the mutual covenants and agreement herein contained and other good valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows: 1 Interpretation In this Agreement, the following terms shall have the following meanings: Act means the Business Corporations Act (Ontario); Agreement means this amalgamation agreement; Amalco or Corporation means the corporation continuing from the amalgamation of the Amalgamating Corporations; Amalgamating Corporations means, collectively, SLCCI and MIX Corp.; Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

87 - 2 - Dissenting Shareholder means a shareholder of SLCCI or MIX Corp., as the case may be, who, in connection with the special resolutions of the shareholders of each of SLCCI and MIX Corp. entitled to vote thereon, as the case may be, which approve and adopt this Agreement, has sent to SLCCI or MIX Corp., as the case may be, a written objection and a demand for payment within the time limits and in the manner prescribed by sections 185(6) and 185(10) of the Act, respectively, with respect to such shareholder s shares; Effective Date means the date of the Amalgamation as set forth in the certificate of amalgamation issued to Amalco, which is expected to be on or about November 21, Words and phrases used in this Agreement and defined in the Act shall have the same meaning in this Agreement as in the Act unless the context otherwise requires. 2 Agreement to Amalgamate The Amalgamating Corporations do hereby agree to amalgamate pursuant to the provisions of section 174 of the Act at the earliest possible time on the Effective Date and to continue as one corporation on the terms and conditions set out in the Agreement. 3 Conditions of Amalgamation The Amalgamation shall be subject to the satisfaction of each of the following conditions: (a) (b) (c) the Amalgamation shall have been approved by the shareholders entitled to vote thereon of each of the Amalgamating Corporations; all consents, orders, regulations and approvals, including regulatory approvals and orders, required, necessary or desirable for the completion of the Amalgamation and the issuance of the shares of Amalco shall have been obtained or received, each in the form acceptable to the applicable Amalgamating Corporations; and there shall not be in force any order or decree restraining or enjoying the consummation of the transactions contemplated by this Agreement. 4 Name The name of Amalco shall be Manulife Investment Exchange Funds Corp./Société de fonds de placement échangeables Manuvie. 5 Registered Office The registered office of Amalco shall be in the municipality of Metropolitan Toronto in the Province of Ontario and shall be located therein at 200 Bloor Street East, North Tower 4, Toronto, Ontario M4W 1E5.

88 - 3-6 Prior Agreements Amalco shall ensure that prior to or as soon as practicable following the Amalgamation of the parties on the Effective Date, the material contracts of the parties are amended as necessary to reflect the Amalgamation. 7 By-Laws The by-laws of MIX Corp. shall, to the extent not inconsistent with this Agreement, be the by-laws of Amalco until repealed or amended. A copy of the proposed by-laws may be examined at the offices of Amalco. 8 Authorized Capital Amalco is authorized to issue an unlimited number of shares designated as common shares (the Common Shares ) and 1,000 classes of shares, each issuable in series and consisting of an unlimited number of shares, which classes shall be sequentially numbered and designated, commencing with class 1 shares and terminating with class 1,000 shares, the shares of such 1,000 classes to be known collectively as mutual fund shares (the Mutual Fund Shares ). The Common Shares and each class of Mutual Fund Shares shall have the rights, privileges, restrictions and conditions substantially as set out in Annex I to this Agreement. The initial classes of Mutual Fund Shares shall be referred to as follows: Class 1 Manulife Canadian Opportunities Class Class 3 - Manulife Growth Opportunities Class Class 11 - Manulife Canadian Investment Class Class 12 - Manulife Global Equity Class Class 13 - Manulife World Investment Class Class 14 - Manulife Short Term Yield Class Class 17 - Manulife China Class Class 19 - Manulife U.S. Opportunities Class Class 21 - Manulife Canadian Focused Class Class 23 - Manulife Global Focused Class Class 25 - Manulife Monthly High Income Class Class 26 - Manulife Global Infrastructure Class Class 27 - Manulife Global Real Estate Class Class 31 Manulife Canadian Opportunities Balanced Class Class 33 - Manulife Canadian Stock Class Class 37 - Manulife U.S. All Cap Equity Class Class 38 - Manulife U.S. Large Cap Equity Class Class 39 - Manulife Value Balanced Class Class 40 - Manulife Asia Equity Class Class 41 - Manulife Special Opportunities Class Class 42 - Manulife Canadian Equity Balanced Class Class 43 - Manulife Dividend Income Class Class 46 Manulife Canadian Equity Private Pool Class 47 Manulife Dividend Income Private Pool Class 48 Manulife Global Equity Private Pool

89 - 4 - Class 49 - Manulife U.S. Equity Private Pool Class 51 - Manulife Canadian Balanced Private Pool Class 53 - Manulife Balanced Equity Private Pool Class 57 - Manulife Preferred Income Class Class 58 - Manulife U.S. Dividend Class Class 59 Manulife Global Dividend Class Class 60 Manulife Canadian Dividend Growth Class Class 61 Manulife Portrait Dividend Growth & Income Portfolio Class Class 62 Manulife Canadian Dividend Income Class Class 63 - Manulife Emerging Markets Class Class 64 Manulife Global Dividend Growth Class Class 65 Manulife Global Equity Unconstrained Class Class 66 Manulife Portrait Growth Portfolio Class Class 67 Manulife Canadian Monthly Income Class Class 68 Standard Life Short Term Yield Class Class 69 Standard Life Corporate Bond Class Class 70 Standard Life Canadian Bond Class Class 71 Standard Life Conservative Portfolio Class Class 72 Standard Life Moderate Portfolio Class Class 73 Standard Life U.S. Equity Value Class Each class of Mutual Fund Shares shall initially be issued in up to fifteen series referred to as Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares. Each series shall have the rights, privileges, restrictions and conditions substantially as set out in Annex I to this Agreement. 9 Number of Directors The board of directors of Amalco shall, until otherwise changed in accordance with the Act, consist of a minimum number of 3 and a maximum number of 25 directors and the board of directors are empowered to set the number between the minimum and maximum number from time to time in accordance with the Act. 10 Business There shall be no restrictions on the business which Amalco is authorized to carry on or on the powers Amalco may exercise.

90 Initial Directors There shall be 4 initial directors and the first directors of Amalco shall be the persons listed below: Name Residence Resident Canadian Paul Lorentz Waterloo, Ontario Yes Anick Morin Montreal, Quebec Yes Bernard Letendre Toronto, Ontario Yes Lisa Forbes Oakville, Ontario Yes Such directors shall hold office until the first annual meeting of voting shareholders of Amalco or until their successors are elected or appointed. 12 Financial Year End The financial year end of Amalco shall, until changed by the board of directors of Amalco, be April 30 in each year. 12A Other Provisions The board of directors of Amalco may from time to time appoint a person (the "Manager") to provide management, portfolio advisory and administration services to Amalco and, subject to the Act, may delegate to the Manager such rights, powers and responsibilities respecting management of the business and affairs of Amalco as the board may, in its sole discretion, consider to be in the best interests of Amalco. The board of directors of Amalco may allocate and charge the fees of the Manager among the various classes of shares of Amalco and the individual series of shares within each class on such basis as the board may determine. 13 Redemption and Exchange Ratio On the Amalgamation: (a) (b) (c) each issued and outstanding special voting share (or fraction thereof) of SLCCI shall be exchanged for common shares (or fraction thereof) of Amalco having the same aggregate value as the special voting share (or fraction thereof); each issued and outstanding common share (or fraction thereof) of MIX Corp. shall be exchanged for one (or fraction thereof) common share of Amalco; each issued and outstanding Advisor Series, Series D, Series F, Series FT6, Series I, Series O, and Series T6 share (or fraction thereof) of Manulife Canadian Opportunities Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series D, Series F, Series

91 - 6 - FT6, Series I, Series O, and Series T6, respectively, of Manulife Canadian Opportunities Class of Amalco; (d) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share (or fraction thereof) of Manulife Growth Opportunities Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share, respectively, of Manulife Growth Opportunities Class of Amalco; (e) each issued and outstanding Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X share (or fraction thereof) of Manulife Canadian Investment Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X share, respectively, of Manulife Canadian Investment Class of Amalco; (f) each issued and outstanding Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X share (or fraction thereof) of Manulife Global Equity Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X, respectively, of Manulife Global Equity Class of Amalco; (g) each issued and outstanding Advisor Series, Series F, Series FT6, Series G, Series I, Series IT, Series O, Series T6, and Series X share (or fraction thereof) of Manulife World Investment Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series G, Series I, Series IT, Series O, Series T6, and Series X share, respectively, of Manulife World Investment Class of Amalco; (h) each issued and outstanding Advisor Series, Series F, Series H, Series I, and Series O share (or fraction thereof) of Manulife Short Term Yield Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series H, Series I, and Series O share, respectively, of Manulife Short Term Yield Class of Amalco; (i) each issued and outstanding Advisor Series, Series F, Series G, Series I, Series O, and Series X share (or fraction thereof) of Manulife China Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series G, Series I, Series O, and Series X share, respectively, of Manulife China Class of Amalco; (j) each issued and outstanding Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X share (or fraction thereof) of Manulife U.S. Opportunities Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series G, Series I, Series O, Series T6, and Series X share, respectively, of Manulife U.S. Opportunities Class of Amalco;

92 - 7 - (k) each issued and outstanding Advisor Series, Series D, Series F, Series FT6, Series I, Series IT, Series O, and Series T6 share (or fraction thereof) of Manulife Canadian Focused Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series D, Series F, Series FT6, Series I, Series IT, Series O, and Series T6 share, respectively, of Manulife Canadian Focused Class of Amalco; (l) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share (or fraction thereof) of Manulife Global Focused Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share, respectively, of Manulife Global Focused Class of Amalco; (m) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series IT, Series O, and Series T6 share (or fraction thereof) of Manulife Monthly High Income Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series IT, Series O, and Series T6 share, respectively, of Manulife Monthly High Income Class of Amalco; (n) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share (or fraction thereof) of Manulife Global Infrastructure Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share, respectively, of Manulife Global Infrastructure Class of Amalco; (o) (p) (q) (r) each issued and outstanding Advisor Series, Series F, Series I, and Series O share (or fraction thereof) of Manulife Global Real Estate Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series I, and Series O share, respectively, of Manulife Global Real Estate Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife Canadian Opportunities Balanced Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife Canadian Opportunities Balanced Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share (or fraction thereof) of Manulife Canadian Stock Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series O, and Series T6 share, respectively, of Manulife Canadian Stock Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife U.S. All Cap Equity Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or

93 - 8 - fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife U.S. All Cap Equity Class of Amalco; (s) (t) (u) (v) (w) (x) (y) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife U.S. Large Cap Equity Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife U.S. Large Cap Equity Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series IT, and Series T6 share (or fraction thereof) of Manulife Value Balanced Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series IT, and Series T6 share, respectively, of Manulife Value Balanced Class of Amalco; each issued and outstanding Advisor Series, Series F, Series I, and Series X share (or fraction thereof) of Manulife Asia Equity Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series I, and Series X share, respectively, of Manulife Asia Equity Class of; each issued and outstanding Advisor Series, Series F, Series I, and Series X share (or fraction thereof) of Manulife Special Opportunities Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series I, and Series X share, respectively, of Manulife Special Opportunities Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife Canadian Equity Balanced Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife Canadian Equity Balanced Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife Dividend Income Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife Dividend Income Class of Amalco; each issued and outstanding Advisor Series, Series F, Series FT6, Series I, and Series T6 share (or fraction thereof) of Manulife Preferred Income Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, and Series T6 share, respectively, of Manulife Preferred Income Class of Amalco; (z) each issued and outstanding Advisor Series, Series F, Series FT6, Series G, Series I, Series T6, and Series X share (or fraction thereof) of Manulife U.S. Dividend Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6,

94 - 9 - Series G, Series I, Series T6, and Series X share, respectively, of Manulife U.S. Dividend Class of Amalco; (aa) each issued and outstanding Advisor Series, Series F, Series FT6, Series I, Series O, Series T6, and Series X share (or fraction thereof) of Manulife Global Dividend Class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series FT6, Series I, Series O, Series T6, and Series X share, respectively, of Manulife Global Dividend Class of Amalco; (bb) (cc) (dd) (ee) (ff) (gg) each issued and outstanding Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share (or fraction thereof) of Manulife Canadian Equity Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share, respectively, of Manulife Canadian Equity Private Pool of Amalco; each issued and outstanding Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share (or fraction thereof) of Manulife Dividend Income Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share, respectively, of Manulife Dividend Income Private Pool of Amalco; each issued and outstanding Advisor Series, Series F, Series G, Series I, Series O and Series X share (or fraction thereof) of Manulife Global Equity Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series F, Series G, Series I, Series O and Series X share, respectively, of Manulife Global Equity Private Pool of Amalco; each issued and outstanding Advisor Series, Series C, Series CT6, Series F, Series FT6, Series L, Series LT6, Series O, and Series T6 share (or fraction thereof) of Manulife U.S. Equity Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series C, Series CT6, Series F, Series FT6, Series L, Series LT6, Series O, and Series T6 share, respectively, of Manulife U.S. Equity Private Pool of Amalco; each issued and outstanding Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share (or fraction thereof) of Manulife Canadian Balanced Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share, respectively, of Manulife Canadian Balanced Private Pool of Amalco; each issued and outstanding Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6share (or fraction

95 thereof) of Manulife Balanced Equity Private Pool of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series, Series C, Series CT6, Series F, Series FT6, Series G, Series L, Series LT6, Series O, and Series T6 share, respectively, of Manulife Balanced Equity Private Pool of Amalco; (hh) (ii) (jj) (kk) (ll) each issued and outstanding Advisor Series of Manulife Canadian Dividend Growth Class (formerly Standard Life Canadian Dividend Growth Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Canadian Dividend Growth Class of Amalco; each issued and outstanding Advisor Series of Manulife Portrait Dividend Growth & Income Portfolio Class (formerly Standard Life Dividend Growth & Income Portfolio Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Portrait Dividend Growth & Income Class of Amalco; each issued and outstanding Advisor Series of Manulife Emerging Markets Class (formerly Standard Life Emerging Markets Dividend Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Emerging Markets Class of Amalco; each issued and outstanding Advisor Series of Manulife Global Dividend Growth Class (formerly Standard Life Global Dividend Growth Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Global Dividend Growth Class of Amalco; each issued and outstanding Advisor Series of Manulife Global Equity Unconstrained Class (formerly Standard Life Global Equity Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Global Equity Unconstrained Class of Amalco; (mm) each issued and outstanding Advisor Series of Manulife Portrait Growth Portfolio Class (formerly Standard Life Growth Portfolio Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Portrait Growth Portfolio Class of Amalco; (nn) (oo) each issued and outstanding Advisor Series of Manulife Canadian Monthly Income Class (formerly Standard Life Monthly Income Class) of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Manulife Canadian Monthly Income Class of Amalco; each issued and outstanding Advisor Series of Standard Life Short Term Yield Class of SLCCI outstanding as of the Effective Date shall be exchanged for one

96 (or fraction thereof) Advisor Series share, respectively, of Standard Life Short Term Yield Class of Amalco; (pp) (qq) (rr) (ss) (tt) (uu) (vv) each issued and outstanding Advisor Series of Standard Life Corporate Bond Class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Standard Life Corporate Bond Class of Amalco each issued and outstanding Advisor Series of Standard Life Canadian Bond Class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Standard Life Canadian Bond Class of Amalco each issued and outstanding Advisor Series of Standard Life Conservative Portfolio Class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Standard Life Conservative Portfolio Class of Amalco each issued and outstanding Advisor Series of Standard Life Moderate Portfolio Class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Standard Life Moderate Portfolio Class of Amalco each issued and outstanding Advisor Series of Standard Life U.S. Equity Value Class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) Advisor Series share, respectively, of Standard Life U.S. Equity Value Class of Amalco if shares of one or more additional series of any class of MIX Corp. referred to in paragraphs (c) to (gg) above are issued prior to the Effective Date, each such share of a series of a class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) share of the same series of the relevant class of Amalco bearing the series name selected by the board of directors of Amalco; if shares of one or more additional series of any class of SLCCI referred to in paragraphs (hh) to (tt) above are issued prior to the Effective Date, each such share of a series of a class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) share of the same series of the relevant class of Amalco bearing the series name selected by the board of directors of Amalco; (ww) if shares of one or more series of any new class of MIX Corp. not referred to in paragraphs (c) to (gg) above are issued prior to the Effective Date, the shares of each such series of such class of MIX Corp. outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) of the same series of the relevant new class of Amalco bearing the series and class name selected by the board of directors of Amalco;

97 (xx) (yy) if shares of one or more series of any new class of SLCCI not referred to in paragraphs (hh) to (tt) above are issued prior to the Effective Date, the shares of each such series of such class of SLCCI outstanding as of the Effective Date shall be exchanged for one (or fraction thereof) of the same series of the relevant new class of Amalco bearing the series and class name selected by the board of directors of Amalco; a Dissenting Shareholder will be entitled to be paid the fair value for the issued shares of SLCCI or MIX Corp. held by him by SLCCI or MIX Corp., as the case may be, or Amalco in accordance with the Act. 14 Termination This Agreement may, prior to the issuance of a certificate of amalgamation, be terminated by the board of directors of SLCCI and/or MIX Corp. notwithstanding the approval of the terms and conditions hereof by the shareholders of SLCCI and MIX Corp. entitled to vote thereon. 15 Filing of Documents Subject to sections 3 and 14 hereof, the Amalgamating Corporations shall jointly file with the Director under the Act articles of amalgamation and such other documents as may be required so that the Amalgamation is effective the earliest possible time on the Effective Date. 16 Effect of Amalgamation At the earliest possible time on the date shown in the certificate of amalgamation: (a) (b) (c) (d) (e) (f) the amalgamation of the Amalgamating Corporations and their continuance as one corporation shall become effective; the Amalgamating Corporations cease to exist as separate entities from Amalco; Amalco possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and quasi-criminal and all contracts, disabilities and debts of each of the Amalgamating Corporations; a conviction against, or ruling, order, judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco; the articles of amalgamation are deemed to be the articles of incorporation of Amalco and the certificate of amalgamation shall be deemed to be the certificate of incorporation of Amalco, except as otherwise prescribed by the Act; and Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective.

98 Stated Capital The amounts to be added at the earliest possible time on the Effective Date to the stated capital accounts to be maintained by Amalco for each class and series of its shares as a consequence of the Amalgamation are as follows: (a) (b) an amount equal to $205 will be added to the stated capital account for the common shares; and an amount equal to the paid-up capital (within the meaning of the Income Tax Act (Canada)) of each series of shares of SLCCI and MIX Corp. immediately prior to the Effective Date will be added to the respective stated capital account of each series of mutual fund shares into which the particular series of shares of the Amalgamating Corporation are exchanged into. 18 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 19 Entire Agreement This Agreement constitutes the entire agreement between the parties to this Agreement relating to the Amalgamation and supersedes all prior agreements and understandings, oral and written, between such parties with respect to the subject matter hereof.

99 IN WITNESS WHEREOF the parties have executed this Agreement. STANDARD LIFE CORPORATE CLASS INC. By: c/s MANULIFE INVESTMENT EXCHANGE FUNDS CORP. By: c/s

100 ANNEX I I. RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO COMMON SHARES The holders of Common Shares shall be entitled: (a) (b) (c) (d) to one vote per Common Share at all meetings of shareholders of the Corporation, except meetings at which only holders of another class or series of shares are entitled to vote separately as a class or series; to receive any dividend declared with respect to the Common Shares by the Corporation; subject to the rights, privileges, restrictions and conditions attaching to any other class or series of shares of the Corporation, to receive the remaining property of the Corporation upon the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs; and at any time to make a redemption request to the Corporation, in writing, requiring the Corporation to redeem all or any part of the Common Shares held by such a holder at a redemption price per Common Share equal to: (A) (B) for redemptions at a time when any shares of any class other than Common Shares are outstanding, $1.00 per Common Share; and for redemptions at a time when no shares of any class other than Common Shares are outstanding, the amount determined by dividing the net asset value of the Corporation on the date on which payment for the Common Shares being redeemed is made by the number of Common Shares outstanding on such date; plus in each case any unpaid dividends or other distributions declared payable thereon with a record date on or before the date on which the Common Shares are redeemed. Payment for Common Shares to be redeemed shall be calculated and made within three business days after receipt by the Corporation of a duly completed redemption request. Common Shares which have been duly surrendered to the Corporation for redemption as aforesaid shall be deemed to be outstanding until, but not after, the close of business on the date on which payment of the redemption price therefor is made.

101 II. RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO EACH CLASS OF MUTUAL FUND SHARES Each Class of Mutual Fund Shares of the Corporation shall have attached thereto the following rights, privileges, restrictions and conditions: 1. Interpretation For the purposes of this Part II and the following Part III of this Article 7: Act means the Business Corporations Act (Ontario) and the regulations thereunder; Applicable Securities Laws means at any time the securities laws, regulations and rules in each province and territory of Canada and the requirements, rules and policies of the Canadian securities regulatory authorities that are then applicable to the Corporation in the circumstances, including, without limitation, National Instrument ; Articles means the articles of amalgamation of the Corporation, as amended from time to time; Class means a particular class of Mutual Fund Shares provided for herein; Class Expenses means in respect of a particular Class, those expenses (including taxes) of the Corporation that are charged to that Class; Class Net Assets means in respect of a particular Class, those assets of the Corporation which are referable to that Class at the relevant time less those liabilities of the Corporation that are referable to that Class or to such assets at that time; Disclosure Documents means at any time, the current prospectus and, if applicable, annual information form filed in connection with the distribution of Shares of a Class with the securities regulatory authorities in the jurisdictions in which Shares of such Class are qualified for distribution and such other publicly available documents relating to a Class, including financial statements, which have been filed with such authorities; Eligibility Requirements means in respect of the various Series constituting a Class of Shares, the criteria established by the Corporation from time to time with respect to the right to acquire the Shares of each such Series as set forth in the Disclosure Documents; including and includes shall be deemed to be followed by the statement without limitation and neither of such terms shall be construed to limit any word or statement which it follows to the specific or similar terms or matters immediately following it;

102 Net Change in Non Portfolio Assets for a particular Class at the Valuation Time on a Trading Day means, in each case to the extent referable to that particular Class or its Class Net Assets: (i) the aggregate of all income accrued on that Trading Day, including cash dividends and distributions, interest and compensation; less (ii) the Class Expenses accrued on that Trading Day; plus or minus (iii) any change in the value of any non portfolio assets or liabilities stated in any foreign currency accrued on that Trading Day, including cash, accrued dividends or interest and any receivables or payables; plus or minus (iv) any gain or loss resulting from transfers of currencies accrued on that Trading Day; and plus or minus (v) any other items accrued on that Trading Day determined by the board of directors of the Corporation to be relevant in determining net change in non portfolio assets; Net Portfolio Transactions for a particular Class at the Valuation Time on a Trading Day means the impact of portfolio transactions referable to the Class Net Assets and the adjustments to the Class Net Assets as a result of a stock dividend, stock split or other corporate action recorded on that Trading Day; Pricing Date means in respect of the issue or redemption of a Share of a particular Series (including the redemption of a Share of a particular Series in exchange for Shares of another Series of the same Class or for Shares of a Series of another Class), the Trading Day as of which the Series Net Asset Value per Share is calculated for the purpose of determining the price at which that Share is to be issued or redeemed in accordance with the Articles, Applicable Securities Laws and the procedures adopted from time to time by the board of directors of the Corporation; Redemption Charge means a fee or charge payable with respect to a particular redemption of Shares of a particular Series as disclosed in the Disclosure Documents relating to such Series; Series means, as applicable, Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares of each Class of the Corporation and,

103 unless the board of directors of the Corporation otherwise determines in the articles of amendment designating a particular series, each additional series of Shares of each Class designated pursuant to section 3 of Part II hereof; Series Expenses means in respect of a particular Series, the expenses of the Corporation that are charged to that Series; Series Net Asset Value means in respect of a particular Series of a Class, the portion of the value of the Class Net Assets of that Class which is attributable to that Series determined in the manner set out in section 2 of Part III hereof at the relevant Valuation Time; Series Net Asset Value per Share shall be determined in the manner set out in section 2 of Part III hereof; Shares means the Mutual Fund Shares issuable by the Corporation from time to time in one or more Classes and series of Classes; Shareholders means the owners (whether registered or beneficial) of Shares of any Class or any series of any Class, as the context may require; Trading Day means any day on which the Toronto Stock Exchange is open for trading; and Valuation Time means the particular time on a Trading Day at which the value of the Class Net Assets of a Class and the Series Net Asset Value of a Series is determined by or under the authority of the board of directors of the Corporation. Unless otherwise defined herein, terms which are defined in the Act or in Applicable Securities Laws are used herein with the same meaning. Any reference to a statute, regulation, rule or regulatory policy hereunder shall be deemed to be a reference to such statute, regulation, rule or regulatory policy as amended, reenacted or replaced from time to time and references to specific parts, paragraphs and sections thereof shall include all amendments, re-enactments or replacements. 2. Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares of Each Class Fifteen Series of each Class of Shares are hereby authorized to be issued, designated as Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares, respectively, of each Class. Each such Series of Shares is issuable in an unlimited number and shall have attached thereto the rights, privileges, restrictions and conditions set forth in Part III hereof.

104 Additional Series The board of directors of the Corporation may at any time and from time to time authorize the issue of any Class of Shares in one or more series in addition to the Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares provided for herein. Before any Shares of an additional series are issued, the board of directors of the Corporation shall fix the number of Shares in such additional series (which may be an unlimited number of Shares) and shall determine, subject to any limitations set out in the Act and the Articles, the designation, rights, privileges, restrictions and conditions attaching to the Shares of such additional series and shall send to the Director under the Act articles of amendment designating such additional series. 4. References to Classes and Series Notwithstanding the designation of the various Classes of Shares and series of such Classes provided for in the Articles, the board of directors of the Corporation shall have the authority to refer to any or all such Classes and series in the Disclosure Documents or elsewhere by such name or names as the board may determine to be appropriate. 5. Fractions of Shares The Corporation may issue fractions of Shares of each Class and series. Fractional Shares shall have all rights, privileges, restrictions and conditions applicable to a whole Share of the relevant Class and series in the proportions which they bear to one whole Share, including the right to receive dividends and other distributions and the right to vote. 6. Liquidation, Dissolution or Winding-Up In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, holders of Shares of each Class shall, in priority to any distribution of the property and assets of the Corporation among the holders of Common Shares, be entitled to receive an amount, in cash or in property, equal to the value of the Class Net Assets referable to such Class, but shall not be entitled to participate in the distribution of any other assets or property of the Corporation. 7. Non-Voting Unless otherwise required by the Act or by Applicable Securities Laws, Shareholders shall not, as holders of Shares of a Class or series of a Class, be entitled to receive notice of or to attend any meeting of shareholders of the Corporation or to vote at any such meeting. If holders of Shares of a Class or series of a Class are entitled to vote by the Act or by Applicable Securities Laws, such Shareholders shall not be entitled to vote separately as a Class or series on any matter unless they are affected by the matter in a manner different from other Classes or other series of the same Class, as the case may be, or unless otherwise required by the Act or Applicable Securities Laws.

105 In addition, the holders of Shares of a Class or of a series of a Class shall not be entitled to vote on a matter referred to in section 5.1 of National Instrument if they, as holders of the Class or series of a Class, are not affected by the action referred to in such section. At any meeting of holders of a Class or series, Shareholders shall have one vote for each whole Share held by them. The formalities to be observed with respect to the giving of notice of any such meeting or any adjourned meeting, the quorum required therefor and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of Shareholders, or if not so prescribed, as required by the Act as in force at the time of the meeting or as otherwise required by law. 8. Amendment of Articles Shareholders of a particular Class or series of a Class shall not be entitled to vote separately as a class or series, or to exercise dissent rights, on any proposal to amend the Articles to: (a) (b) (c) increase or decrease any maximum number of authorized Shares of such Class or series or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the Shares of such Class or series; effect an exchange, reclassification or cancellation of the Shares of such Class or series; or create a new class or series of shares equal or superior to the Shares of such Class or series (and for greater certainty, there shall be no right to vote or exercise dissent rights in respect of any series of Shares authorized to be issued in accordance with section 3 of this Part II). III. RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO ADVISOR SERIES SHARES, SERIES C SHARES, SERIES CT6 SHARES, SERIES D SHARES, SERIES F SHARES, SERIES FT6 SHARES, SERIES G SHARES, SERIES H SHARES, SERIES I SHARES, SERIES IT SHARES, SERIES L SHARES, SERIES LT6 SHARES, SERIES O SHARES, SERIES T6 SHARES, AND SERIES X SHARES OF EACH CLASS In addition to the rights, privileges, restrictions and conditions attaching to Shares of the relevant Class, Advisor Series Shares, Series C Shares, Series CT6 Shares, Series D Shares, Series F Shares, Series FT6 Shares, Series G Shares, Series H Shares, Series I Shares, Series IT Shares, Series L Shares, Series LT6 Shares, Series O Shares, Series T6 Shares, and Series X Shares of each Class of the Corporation and any additional Series of Shares of any Class of the Corporation shall have the following rights, privileges, restrictions and conditions attached thereto: 1. Issuance of Shares of Series The consideration for the issue of Shares of a particular Series subscribed for on the first date that subscriptions are received by or on behalf of the Corporation for Shares of that Series

106 shall be that consideration determined by the board of directors of the Corporation. Thereafter, Shares of a particular Series may be issued from time to time by the Corporation at the Series Net Asset Value per Share for such Series determined at the Valuation Time on the relevant Pricing Date. Subject to Applicable Securities Laws, Shares may be issued for cash, in Canadian funds or in the currency or currencies in which the Series Net Asset Value per Share is then being determined, or for property. If Shares of a Series are issued on a Pricing Date on the reinvestment of dividends or other distributions declared payable after the Valuation Time on such Pricing Date, a second Series Net Asset Value per Share shall be calculated for the purpose of such issuance in accordance with section 2 of this Part III. 2. Series Net Asset Value The Series Net Asset Value of a particular Series as of the Valuation Time on a Trading Day shall be equal to: (i) the Series Net Asset Value of such Series last calculated; plus (ii) the increase in the assets attributable to that Series as a result of the issue of Shares of that Series or the exchange of Shares of another Class or Series into Shares of that Series since the previous calculation of Series Net Asset Value; minus (iii) the decrease in the assets attributable to that Series as a result of the redemption of Shares of that Series (including on the exchange of Shares out of that Series) since the previous calculation of Series Net Asset Value; plus or minus (iv) the portion of the Net Change in Non Portfolio Assets attributable to such Series since the previous calculation of Series Net Asset Value; plus or minus (v) the portion of the Net Portfolio Transactions attributable to such Series since the previous calculation of Series Net Asset Value; plus or minus (vi) the portion of market appreciation or depreciation of the Class Net Assets attributable to such Series since the previous calculation of Series Net Asset Value to the extent not reflected in (v) above; minus (vii) any Series Expenses attributable to that Series since the previous calculation of Series Net Asset Value;

107 plus or minus (viii) any other items which are determined by the board of directors of the Corporation to be relevant in the circumstances in fairly determining Series Net Asset Value. The Series Net Asset Value for each Series shall be determined in accordance with such valuation rules and procedures as may from time to time be required by Applicable Securities Laws or be approved by the board of directors of the Corporation. Series Net Asset Value shall be determined in Canadian currency or may be determined in any other currency at the discretion of the board of directors of the Corporation. The Series Net Asset Value established at any time and from time to time by or under the authority of the board of directors of the Corporation in accordance with the Articles shall be conclusive and binding upon all Shareholders of each Series. The Series Net Asset Value per Share shall be computed by the Corporation as of the Valuation Time on each Trading Day by dividing the applicable Series Net Asset Value by the total number of Shares of such Series then outstanding as at such Valuation Time, prior to any issuance or redemption (including an exchange) of Shares of such Series to be processed by the Corporation immediately after the Valuation Time on that Trading Day. On any Trading Day that a dividend or other distribution is declared payable to Shareholders of a Series following the Valuation Time on such Trading Day, a second Series Net Asset Value shall be calculated for that Series, which shall be equal to the first Series Net Asset Value calculated on that Trading Day minus the aggregate amount of the dividend or other distribution and a second Series Net Asset Value per Share shall be determined for the purpose of any reinvestment of such dividend or other distribution in additional Shares of the Series. Any Series Net Asset Value per Share so determined shall remain in effect until the next time the applicable Series Net Asset Value per Share is determined. The Corporation shall not be required to determine the Series Net Asset Value or Series Net Asset Value per Share for a Series during any period in which the right of redemption of Shares of the relevant Series has been suspended pursuant to the provisions of section 5 of this Part III and the Corporation shall not accept any subscriptions for Shares of that Series during such period. 3. Dividends and Distributions Dividends and other distributions (including payments made on a reduction of stated capital) may be paid in respect of the Shares of a particular Series at such times, in such amounts and in such currency or currencies and in such form (including in-specie) as may be declared by the board of directors of the Corporation and whether or not dividends or other distributions have been or are being paid on any other Series of Shares of the same Class, subject to section 6 of this Part III. The Corporation may elect, in respect of the entire amount of any dividend, that such dividend be deemed to be a capital gains dividend under the Income Tax Act (Canada) and any analogous provisions of provincial law.

108 Notwithstanding section 24(1) of the Act, the Corporation shall establish, maintain and calculate a stated capital account for each class and series of shares it issues in the manner contemplated by the Act. 4. Redemption of Shares (a) Redemption by Shareholder Each Shareholder shall be entitled at any time to make a redemption request to the Corporation, in such form and manner as may be specified by the Corporation from time to time, requiring the Corporation to redeem all or any part of the Shares of a Series held by such Shareholder at the Series Net Asset Value per Share for each Share being redeemed determined at the Valuation Time on the relevant Pricing Date. (b) Redemption by Corporation (i) The Corporation may redeem all of the Shares of a particular Series owned by a Shareholder at the Series Net Asset Value per Share for each Share being redeemed determined at the Valuation Time on the relevant Pricing Date, if the Shareholder no longer satisfies the Eligibility Requirements with respect to Shares of such Series. A Shareholder shall be notified when the Corporation becomes aware that the holder no longer satisfies the Eligibility Requirements of a Series and allowed at least thirty days from the date such notice is sent by the Corporation to subscribe for additional Shares of the relevant Series or to otherwise satisfy the relevant Eligibility Requirements before such redemption is effected by the Corporation. In the event that a Shareholder does not satisfy the Eligibility Requirements within such period, the Corporation may, at any time thereafter, on such Pricing Date as may be fixed by the Corporation, at its option, redeem all of the Shares of the Series held by such Shareholder, including by an exchange of all such Shares for Shares of another Series of the same Class that the holder is eligible to acquire in accordance with the provisions set out in section 4(d) below. (ii) The Corporation may, from time to time, without notice to a Shareholder, on such Pricing Date as may be fixed by the Corporation, redeem any Shares of a Series owned by the Shareholder at the Series Net Asset Value per Share for each Share being redeemed determined at the Valuation Time on that Pricing Date, to the extent necessary to pay any outstanding fees, charges and expenses applicable to such Shareholder (and the Corporation shall have a lien on all Shares of a Shareholder for the purpose of securing such amounts) or if the redemption of the Shares is considered necessary by the board of directors of the Corporation to ensure that the Corporation complies with the provisions of the Income Tax Act (Canada) governing mutual fund corporations or other legislation or regulatory requirements applicable to the Corporation or to ensure that the Corporation does not become subject to the legislation of a foreign jurisdiction. (iii) The Corporation may on such Pricing Date as may be fixed by the Corporation and after not less than 60 days notice to holders of Shares of a particular Series, redeem all of the outstanding Shares of that Series at the Series Net Asset Value per Share for each Share being redeemed determined at the Valuation Time on that Pricing Date, including by an exchange of all such Shares for Shares of another Series of the same Class in accordance with the provisions set out in section 4(d) below.

109 (c) Payment upon Redemption The Corporation shall pay to each Shareholder whose Shares are to be redeemed pursuant to section 4(a) or 4(b) (other than in exchange for Shares of another Series of Shares), out of the relevant Class Net Assets, an amount equal to the relevant Series Net Asset Value per Share for each Share being redeemed multiplied by the number of Shares to be redeemed, and may deduct therefrom the aggregate Redemption Charge (if any) applicable to the redeemed Shares and pay the same to the person entitled thereto on behalf of the Shareholder. Payment shall be made to the redeeming Shareholder within such time and in such manner as may be determined by the Corporation in accordance with Applicable Securities Laws and procedures adopted by the board of directors of the Corporation from time to time, provided such redemption documentation as may be required by the Corporation from time to time has been received by the Corporation. Subject to Applicable Securities Laws, the amounts payable by the Corporation in connection with the redemption of Shares may be paid in cash or in property and if the subscription price for the Shares being redeemed has been paid in a currency other than Canadian dollars, in such currency. Subject to payment of the aggregate redemption proceeds as aforesaid, Shares shall be redeemed and cancelled immediately after the Valuation Time on the relevant Pricing Date, the Shareholder shall thereafter cease to have any further rights with respect to such Shares and the Corporation shall be discharged from all liability to the Shareholder with respect to the Shares so redeemed and the amount so paid. (d) Redemption in Exchange for Shares A Shareholder shall have the right at any time to require the redemption of Shares of a particular Series ( Old Shares ) in exchange for Shares of the corresponding Series of any other Class and, provided the Shareholder satisfies the Eligibility Requirements therefor, for Shares of another Series of the same Class or of another Class ( New Shares ), except to the extent that the board of directors of the Corporation determines from time to time that particular Classes or Series of Shares are not eligible for such exchange. A Shareholder wishing to exercise such right shall make an exchange request to the Corporation, in such form and manner as may be specified by the Corporation from time to time, and on the relevant Pricing Date, the Corporation shall redeem the Old Shares at the Series Net Asset Value per Share for each Old Share being redeemed determined at the Valuation Time on that Pricing Date and shall satisfy the redemption proceeds payable to the Shareholder through issuance of that number of New Shares as is equal to the quotient obtained by dividing the aggregate redemption proceeds of the Old Shares by the Series Net Asset Value per Share of the New Shares determined at the Valuation Time on that Pricing Date. If a Redemption Charge or other fee is payable in respect of any such redemption by way of exchange, it shall be paid through redemption of sufficient Old Shares in accordance with section 4(b)(ii) hereof. The provisions of this section 4(d) shall apply, mutatis mutandis, to the redemption of Shares by the Corporation in exchange for Shares of another Series pursuant to section 4(b)(i) or 4(b)(iii) above.

110 Class: For the purposes of determining the adjustments to capital attributable to a Series of a (i) (ii) the amount of capital to be deducted from the capital attributable to a Share of the Series of that Class or of another Class on the exchange of a Share from that Series, shall be the amount equal to the capital attributable to that Series divided by the number of Shares of that Series outstanding immediately prior to giving effect to the exchange (the Capital Reduction Amount ); and the amount of capital to be added to the capital attributable to the Series on the exchange of a Share into that Series, shall be equal to the Capital Reduction Amount of another Series of the Class or of another Class from which such Share has been exchanged. 5. Temporary Suspension of Redemption and Exchange Rights Notwithstanding anything herein contained or the giving of any notice provided for herein, the Corporation may at any time suspend the right to redeem (including by way of an exchange) Shares of a particular Series of a Class and may postpone the date of payment upon redemption (i) for the whole or any part of a period during which normal trading is suspended on any stock exchange, options exchange or futures exchange within or outside Canada on which securities are listed and traded, or on which specified derivatives are traded, if those securities or specified derivatives represent more than 50% by value, or underlying market exposure, of the assets of the Corporation referable to the Class, without allowance for liabilities, and if those securities or specified derivatives are not traded on any other exchange that represents a reasonably practical alternative; or (ii) with the approval of the relevant securities regulatory authorities or as otherwise required or permitted under Applicable Securities Laws. In the event of such a suspension, a Shareholder who has requested the redemption (including by way of an exchange) of some or all of the Shares of a Series for which the Series Net Asset Value has not yet been calculated may either withdraw the request or (i) in the case of redemption for cash or property other than Shares, receive payment based on the Series Net Asset Value per Share for the Series next calculated after termination of the suspension or (ii) in the case of a redemption by way of an exchange, have the Shares redeemed on the basis of the Series Net Asset Value per Share next calculated after termination of the suspension. The Corporation may redeem some of the Shares of a Series for which redemption has been requested by Shareholders and postpone or suspend the redemption of the remaining Shares of the Series of such Shareholders pursuant to the provisions of this section 5. Any partial redemption shall be made pro rata according to the aggregate number of Shares of the Series tendered for redemption by each such Shareholder. 6. Liquidation, Dissolution or Winding-Up In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of Shares of each Series of a particular Class shall be entitled to receive in respect of each such Share an amount, in cash or in property, equal to the Series Net Asset Value per Share

111 for Shares of the relevant Series determined as of the date of distribution (as if it were a Trading Day). The Corporation may deduct any applicable Redemption Charge from such proceeds and pay the same to the person entitled thereto on behalf of the Shareholder.

112 SCHEDULE B CONTINUANCE RESOLUTIONS WHEREAS Standard Life Corporate Class Inc. (the Corporation ) is a multi-class mutual fund corporation with each class representing a separate mutual fund with a separate investment objective (the Funds and each a Fund ); AND WHEREAS Manulife Asset Management Limited (the Manager ) is the investment fund manager of each Fund; BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. the continuance of the Corporation (the Continuance ), and all matters relating to the Continuance as more particularly described in the Management Information Circular dated October 13, 2015, are hereby approved with any such changes thereto as may be approved by any one officer or director of the Corporation (such approval to be evidenced by the execution of the amalgamation agreement); 2. the Corporation may make application to the Director appointed to carry out the duties and exercise the powers of that office under the Canada Business Corporations Act for a letter of satisfaction, file articles of continuance with the Ontario Ministry of Government Services continuing the Corporation as if it had been incorporated under the laws of the Province of Ontario and make application to such Director for a certificate of discontinuance; 3. subject to such Continuance and the issue of the certificate of discontinuance and without affecting the validity of the Corporation and existence of the Corporation by and under its charter and of any act done thereunder, its charter is hereby amended to make all changes necessary to conform to the Business Corporations Act (Ontario); 4. the Manager and the directors of the Corporation are each hereby authorized to revoke these resolutions and/or delay the implementation of the Continuance for any reason whatsoever in their sole and absolute discretion, without further approval of the securityholders of the Corporation; and 3. any one officer or director of either the Manager or the Corporation is authorized and directed to execute or cause to be executed and to deliver, file and issue or cause to be delivered, filed and issued, all such documents, agreements, media releases and other instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including, without limitation, the delivery of articles of continuance in the prescribed form to the Director appointed under the Business Corporations Act (Ontario) and any amendments to the material agreements of a Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement, media release or other instrument or their doing of any such act or thing. ii

113 SCHEDULE C AMALGAMATION RESOLUTIONS WHEREAS Standard Life Corporate Class Inc. and Manulife Investment Exchange Funds Corp. (together, the Corporations and each a Corporation ) are each a mutual fund corporation; AND WHEREAS each Corporation is a multi-class corporation, with each class representing a separate mutual fund with a separate investment objective (the Funds and each a Fund ); AND WHEREAS Manulife Asset Management Limited (the Manager ) is the investment fund manager of each Fund; BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. the amalgamation of the Corporations (the Amalgamation ), on substantially the terms set out in the form of amalgamation agreement attached as Schedule A to the Management Information Circular dated October 13, 2015 (the Circular ), and all matters relating to the Amalgamation as more particularly described in the Circular, are hereby approved with any such changes thereto as may be approved by any one officer or director of the Corporations (such approval to be evidenced by the execution of the amalgamation agreement); 2. the Manager and the directors of the Corporations are hereby authorized to revoke these resolutions and/or delay the implementation of the Amalgamation for any reason whatsoever in their sole and absolute discretion, without further approval of the securityholders of the Corporations; and 3. any one officer or director of the Manager or the Corporations is authorized and directed to execute or cause to be executed and to deliver, file and issue or cause to be delivered, filed and issued, all such documents, agreements, media releases and other instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including, without limitation, the delivery of articles of amalgamation in the prescribed form to the Director appointed under the Business Corporations Act (Ontario) and any amendments to the material agreements of a Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement, media release or other instrument or their doing of any such act or thing. iii

114 SCHEDULE D INVESTMENT OBJECTIVE CHANGES RESOLUTION OF SECURITYHOLDERS OF MANULIFE VALUE FUND WHEREAS it is in the best interests of Manulife Value Fund (the Fund ) and its securityholders to change the investment objective of the Fund as hereinafter provided; BE IT RESOLVED THAT: 1. the change in the investment objective of the Fund, as described in the Management Information Circular dated October 13, 2015 (the Circular ), be and the same is hereby authorized and approved; 2. Manulife Asset Management Limited, as the investment fund manager of the Fund (the Manager ), be and is hereby authorized to change the investment objective of the Fund substantially to the following: The fundamental investment objective of the Fund is to achieve capital growth by investing primarily in U.S. equity securities, and employing derivatives to enhance income and/or provide downside protection. 3. all amendments to any agreements to which the Fund or the Manager on behalf of the Fund is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 4. the Manager of the Fund shall have the discretion to postpone implementing the investment objective change until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the Fund and its securityholders; 5. the Manager is hereby authorized to revoke this resolution for any reason whatsoever in its sole and absolute discretion without further approval of the securityholders of the Fund if it is considered to be in the best interests of the Fund and its securityholders; and 6. any one officer or director of the Manager is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendment to the material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. iv

115 RESOLUTION OF SECURITYHOLDERS OF MANULIFE U.S. OPPORTUNITIES CLASS WHEREAS it is in the best interests of Manulife U.S. Opportunities Class (the Fund ) and its securityholders to change the investment objective of the Fund as hereinafter provided; BE IT RESOLVED THAT: 1. the change in the investment objective of the Fund, as described in the Management Information Circular dated October 13, 2015 (the Circular ), be and the same is hereby authorized and approved; 2. Manulife Asset Management Limited, as the investment fund manager of the Fund (the Manager ), be and is hereby authorized to change the investment objective of the Fund substantially to the following: The fundamental investment objective of the Fund is to achieve capital growth by investing primarily in U.S. equity securities, and employing derivatives to enhance income and/or provide downside protection. 3. all amendments to any agreements to which the Fund, Manulife Investment Exchange Funds Corp. or the Manager on behalf of the Fund is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 4. the Manager of the Fund shall have the discretion to postpone implementing the investment objective change until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the Fund and its securityholders; 5. the Manager is hereby authorized to revoke this resolution for any reason whatsoever in its sole and absolute discretion without further approval of the securityholders of the Fund if it is considered to be in the best interests of the Fund and its securityholders; and 6. any one officer or director of the Manager or of Manulife Investment Exchange Funds Corp. is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendment to the material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. v

116 RESOLUTION OF SECURITYHOLDERS OF STANDARD LIFE EMERGING MARKETS DIVIDEND FUND WHEREAS it is in the best interests of Standard Life Emerging Markets Dividend Fund (the Fund ) and its securityholders to change the investment objective of the Fund as hereinafter provided; BE IT RESOLVED THAT: 1. the change in the investment objective of the Fund, as described in the Management Information Circular dated October 13, 2015 (the Circular ), be and the same is hereby authorized and approved; 2. Manulife Asset Management Limited, as the investment fund manager of the Fund (the Manager ), be and is hereby authorized to change the investment objective of the Fund substantially to the following: The fundamental investment objective of the Fund is to achieve long term capital appreciation by investing primarily in equity securities of issuers located in, or with exposure to emerging market countries. 3. all amendments to any agreements to which the Fund or the Manager on behalf of the Fund is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 4. the Manager of the Fund shall have the discretion to postpone implementing the investment objective change until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the Fund and its securityholders; 5. the Manager is hereby authorized to revoke this resolution for any reason whatsoever in its sole and absolute discretion without further approval of the securityholders of the Fund if it is considered to be in the best interests of the Fund and its securityholders; and 6. any one officer or director of the Manager is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendment to the material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. vi

117 RESOLUTION OF SECURITYHOLDERS OF STANDARD LIFE EMERGING MARKETS DIVIDEND CLASS WHEREAS it is in the best interests of Standard Life Emerging Markets Dividend Class (the Fund ) and its securityholders to change the investment objective of the Fund as hereinafter provided; BE IT RESOLVED THAT: 1. the change in the investment objective of the Fund, as described in the Management Information Circular dated October 13, 2015 (the Circular ), be and the same is hereby authorized and approved; 2. Manulife Asset Management Limited, as the investment fund manager of the Fund (the Manager ), be and is hereby authorized to change the investment objective of the Fund substantially to the following: The fundamental investment objective of the Fund is to achieve long term capital appreciation by investing primarily in equity securities of issuers located in, or with exposure to emerging market countries. 3. all amendments to any agreements to which the Fund, Standard Life Corporate Class Inc. or the Manager on behalf of the Fund is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 4. the Manager of the Fund shall have the discretion to postpone implementing the investment objective change until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the Fund and its securityholders; 5. the Manager is hereby authorized to revoke this resolution for any reason whatsoever in its sole and absolute discretion without further approval of the securityholders of the Fund if it is considered to be in the best interests of the Fund and its securityholders; and 6. any one officer or director of the Manager or of Standard Life Corporate Class Inc. is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendment to the material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. vii

118 SCHEDULE E CORPORATE MERGER RESOLUTIONS RESOLUTION OF SECURITYHOLDERS Resolutions to be considered by securityholders of each of: Manulife Short Term Yield Class Standard Life Global Equity Class Manulife U.S. All Cap Equity Class Manulife U.S. Large Cap Equity Class Manulife Special Opportunities Class (each individually, a Fund ) WHEREAS Manulife Investment Exchange Funds Corp. (the Corporation ) is a multi-class mutual fund corporation, with each class representing a separate mutual fund with a separate investment objective; AND WHEREAS Manulife Asset Management Limited (the Manager ) is the investment fund manager of each Fund; AND WHEREAS it is in the best interests of each Fund and their respective securityholders to complete the mergers involving each Fund (each a Merger ) as hereinafter provided and as more particularly described in the management information circular dated October 13, 2015 (the Circular ); BE IT RESOLVED THAT: 1. each Merger and all matters relating to the Mergers, as more particularly described in the Circular, be and the same are hereby authorized and approved; 2. all amendments to any agreements to which a Fund, the Corporation or the Manager, on behalf of a Fund, is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 3. the Manager shall have the discretion to postpone implementing a Merger until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the applicable Fund and their securityholders; 4. the Manager and the directors of the Corporation are hereby authorized to revoke this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the securityholders of a Fund if it is considered to be in the best interests of the applicable Fund and their securityholders; and 5. any one officer or director of the Manager or the Corporation is authorized and directed to execute or cause to be executed and to deliver, file and issue or cause to be delivered, filed and issued, all such documents, agreements, media releases and other instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters viii

119 authorized thereby, including, without limitation, the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario) and any amendments to the material agreements of a Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement, media release or other instrument or their doing of any such act or thing. ix

120 SCHEDULE F TRUST TO TRUST MERGER RESOLUTIONS RESOLUTION OF SECURITYHOLDERS Resolutions to be considered by securityholders of each of: Manulife Canadian Opportunities Balanced Fund Manulife U.S. Large Cap Equity Fund Manulife Short Term Bond Fund Manulife Strategic Investment Grade Global Bond Fund Standard Life Canadian Equity Fund Manulife Emerging Markets Debt Fund Standard Life European Equity Fund Manulife Canadian Conservative Balanced Fund Standard Life Canadian Equity Value Fund (each individually, a Fund ) WHEREAS it is in the best interests of each Fund and their respective securityholders to complete the mergers involving each Fund (each a Merger ) as hereinafter provided and as more particularly described in the management information circular dated October 13, 2015 (the Circular ); AND WHEREAS Manulife Asset Management Limited (the Manager ) is the investment fund manager of each Fund; BE IT RESOLVED THAT: 1. each Merger and all matters relating to the Mergers, as more particularly described in the Circular, be and the same are hereby authorized and approved; 2. the Master Declaration of Trust and Regulation governing a Fund be amended as may be required to implement or give effect to the applicable Merger; 3. all amendments to any agreements to which a Fund or the Manager (as defined below) on behalf of the Continuing Fund is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 4. the Manager shall have the discretion to postpone implementing a Merger until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of the of the applicable Fund and their securityholders; 5. the Manager is hereby authorized to revoke this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the securityholders of a Fund if it is considered to be in the best interests of the applicable Fund and their securityholders; and 6. any one officer or director of the Manager is authorized and directed to execute or cause to be executed and to deliver, file and issue or cause to be delivered, filed and issued, all such documents, agreements, media releases and other instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the x

121 matters authorized thereby, including any amendments to the material agreements of a Fund, such determination to be conclusively evidenced by his or her execution and delivery of such document, agreement, media release or other instrument or their doing of any such act or thing. xi

122 SCHEDULE G CORPORATE TO TRUST MERGER RESOLUTIONS RESOLUTION OF SECURITYHOLDERS Resolutions to be considered by securityholders of each of: Standard Life Corporate Bond Class Standard Life Canadian Bond Class Standard Life Conservative Portfolio Class Standard Life Moderate Portfolio Class (each individually, a Fund ) WHEREAS it is in the best interests of each Fund and their respective securityholders to complete the mergers involving each Fund (each a Merger ) as hereinafter provided and as more particularly described in the management information circular dated October 13, 2015 (the Circular ); AND WHEREAS Manulife Asset Management Limited (the Manager ) is the investment fund manager of each Fund; BE IT RESOLVED THAT: 1. each Merger and all matters relating to the Mergers, as more particularly described in the Circular, be and the same are hereby authorized and approved; 2. all amendments to any agreements to which a Fund, Manulife Investment Exchange Funds Corp. or the Manager, on behalf of a Fund, is a party that are required to give effect to the matters approved in this resolution be and are hereby authorized and approved; 3. the Manager shall have the discretion to postpone implementing the Merger until a later date (which shall be no later than December 31, 2016) if it considers such postponement to be in the best interests of either the Terminating Fund or the Continuing Fund, or both, and their securityholders; 4. the Manager and the directors of Manulife Investment Exchange Funds Corp., or Standard Life Corporate Class Inc., as the case may be, are hereby authorized to revoke this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the securityholders of the Terminating Fund if it is considered to be in the best interests of the applicable Fund and their securityholders; and 5. any one officer or director of the Manager or Manulife Investment Exchange Funds Corp., or Standard Life Corporate Class Inc., as the case may be, is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such officers or directors shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendment to the material agreements of a Fund, such xii

123 determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. xiii

124 SCHEDULE H The number of issued and outstanding securities of the Funds as at October 1, 2015 is set out in the following table: Fund Number of Issued and Outstanding Securities Standard Life Short Term Yield Class 269,829 Standard life Monthly Income Class 3,158,120 Standard Life Dividend Income Class 312,981 Standard Life Canadian Dividend Growth Class 633,541 Standard Life U.S. Equity Value Class 367,237 Standard Life Global Dividend Growth Class 343,050 Standard Life Growth Portfolio Class 879,518 Standard Life Dividend Growth & Income Portfolio Class 572,803 Manulife Value Fund 1,804,893 Manulife U.S. Opportunities Class 14,241,490 Standard Life Emerging Markets Dividend Fund 3,801,052 Standard Life Emerging Markets Dividend Class 15,760 Manulife Canadian Opportunities Balanced Fund 2,074,598 Manulife U.S. Large Cap Equity Fund 17,110,533 Standard Life Global Equity Class 48,732 Manulife U.S. All Cap Equity Class 3,194,339 Manulife U.S. Large Cap Equity Class 1,508,698 Manulife Special Opportunities Class 550,023 Manulife Short Term Bond Fund 7,784,261 Manulife Strategic Investment Grade Global Bond Fund 12,387,098 Standard Life Canadian Equity Fund 2,501,431 Manulife Emerging Markets Debt Fund 2,820,480 Standard Life European Equity Fund 2,941,303 Manulife Canadian Conservative Balanced Fund 3,521,480 Standard Life Canadian Equity value Fund 7,760,548 Standard Life Corporate Bond Class 2,679,385 Standard Life Canadian Bond Class 1,491,954 Standard Life Conservative Portfolio Class 5,787,821 Standard Life Moderate Portfolio Class 741,460 Manulife Short Term Yield Class 1,534,394 xiv

125 SCHEDULE I Other than as set out below, to the knowledge of the Manager, as at October 1, 2015, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, securities carrying more than 10% of the voting rights attached to the securities of any of the Funds then outstanding (calculated without regard to series of Securities): Name of Fund Name of Beneficial Holder Number of Securities Held Standard Life Emerging Markets Dividend Class Standard Life Growth Portfolio Class Standard Life Short Term Yield Class Standard Life Short Term Yield Class Standard Life Short Term Yield Class Standard Life Global Equity Class Standard Life Global Equity Class Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Percentage of Securities Held The Manufacturers Life Insurance Company 15, % Investor #1 530, % Investor #2 107, % Investor #3 34, % Investor #4 32, % Investor #5 6, % The Manufacturers Life Insurance Company 15, % MLI - Ideal Conservative Portfolio 1,520, % MLI - Ideal Moderate Portfolio 1,598, % MLI - Ideal Growth Portfolio 1,272, % Investor #6 1, % Investor #7 1, % Investor # % Investor # % Investor #10 3, % Investor #11 3, % Investor #12 1, % Investor #13 1, % xv

126 Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life European Equity Fund Standard Life European Equity Fund Investor #14 3, % Investor #15 1, % MLI - Ideal Moderate Portfolio 1,234, % MLI - Ideal Growth Portfolio 642, % MLI - Ideal Dividend Growth & Income Portfolio 469, % Investor #16 2, % Investor #17 3, % Investor #18 1, % Investor #19 1, % Investor #20 3, % Investor #21 1, % MLI - Ideal Growth Portfolio 829, % Standard Life Growth Portfolio 411, % The Manufacturers Life Insurance Company % The Manufacturers Life Insurance Company % Investor #22 1, % Investor # % Investor # % Investor #25 1, % Investor # % MLI Ideal Growth Portfolio 781, % Standard Life Growth Portfolio 424, % xvi

127 Standard Life European Equity Fund Standard Life European Equity Fund Standard Life European Equity Fund Standard Life European Equity Fund Standard Life European Equity Fund Manulife Canadian Opportunities Balanced Fund The Manufacturers Life Insurance Company 904, % Investor #27 2, % Investor #28 1, % Investor #29 2, % Investor #30 1, % MLI Manulife Canadian Opportunities Balanced 1,811, % Manulife Emerging Markets Debt Fund Manulife Emerging Markets Debt Fund Manulife Short Term Bond Fund Manulife Short Term Bond Fund The Manufacturers Life Insurance Company Manulife Diversified Income Portfolio MLI Manulife Short-Term Bond Manulife Canadian Conservative Balanced Fund 1,974, % 551, % 3,246, % 1,224, % Manulife Strategic Investment Grade Global Bond Fund Investor #31 3,495, % Manulife U.S. Large Cap Equity Fund Manulife U.S. Large Cap Equity Fund Manulife U.S. Opportunities Class Manulife U.S. Opportunities Class Manulife Simplicity Growth Portfolio Manulife Simplicity Balanced Portfolio Manulife Simplicity Growth Portfolio Manulife Simplicity Balanced Portfolio 3, % 2,928, % 3,549, % 2,712, % xvii

128 SCHEDULE J As of the close of business on October 1, 2015, MLI, an affiliate of the Manager, owned securities of the Funds, as set forth in the table below: Name of Fund Series Number of Securities Held Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Conservative Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Canadian Opportunities Balanced Fund Manulife Emerging Markets Debt Fund Manulife Emerging Markets Debt Fund Advisor Series Percentage of Securities of Series 35 Percentage of Securities of the Fund % 0.00% Series F % 0.00% Series FT % 0.00% Series G % 0.00% Series H % 0.00% Series I % 0.00% Series J % 0.00% Series K % 0.00% Series T % 0.00% Series X % 0.00% Advisor Series % 0.00% Series F % 0.00% Series FT % 0.00% Series G 1,817, % 88.48% Series T % 0.00% Series F % 0.00% Series FT % 0.00% 35 For figures showing as 0.00%, the percentage is less than 0.01%. xviii

129 Manulife Emerging Markets Debt Fund Manulife Emerging Markets Debt Fund Manulife Emerging Markets Debt Fund Manulife Short Term Bond Fund Manulife Short Term Bond Fund Manulife Short Term Bond Fund Manulife Short Term Bond Fund Manulife Short Term Bond Fund Manulife Short Term Yield Class Manulife Short Term Yield Class Manulife Special Opportunities Class Manulife Special Opportunities Class Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Manulife Strategic Investment Grade Global Bond Fund Series I 1,974, % 69.86% Series T % 0.00% Series X % 0.00% Series F % 0.00% Series G 3,239, % 41.76% Series I % 0.00% Series O % 0.00% Series X % 0.00% Series F % 0.00% Series I % 0.00% Series I % 0.00% Series X % 0.00% Advisor Series % 0.00% Series F % 0.00% Series FT % 0.00% Series G 1,069, % 8.62% Series I % 0.00% Series O % 0.00% Series T % 0.00% xix

130 Manulife Strategic Investment Grade Global Series X % 0.00% Bond Fund Manulife U.S. All Cap Equity Class Series FT % 0.00% Manulife U.S. All Cap Equity Class Series T % 0.00% Manulife U.S. Large Cap Equity Class Series FT % 0.00% Manulife U.S. Large Cap Equity Class Series T % 0.00% Manulife U.S. Large Cap Equity Fund Series FT % 0.00% Manulife U.S. Large Cap Equity Fund Series G 3,515, % 18.06% Manulife U.S. Large Cap Equity Fund Series I % 0.00% Manulife U.S. Large Cap Equity Fund Series M % 0.00% Manulife U.S. Large Cap Equity Fund Series T % 0.00% Manulife U.S. Large Cap Equity Fund Series X % 0.00% Manulife U.S. Opportunities Class Series FT % 0.00% Manulife U.S. Opportunities Class Series G 1,365, % 12.00% Manulife U.S. Opportunities Class Series O % 0.00% Manulife U.S. Opportunities Class Series I % 0.00% Manulife U.S. Opportunities Class Series T % 0.00% Manulife U.S. Opportunities Class Series X % 0.00% Manulife Value Fund Series I % 0.00% Standard Life European Equity Fund Standard Life European Equity Fund Standard Life Canadian Equity Value Fund Standard Life Canadian Equity Value Fund A-Series 1,033, % 34.00% E-Series 4, % 0.00% A-Series 5,200, % 65.00% E-Series % 0.00% xx

131 Standard Life Emerging Markets Dividend Fund Standard Life Emerging Markets Dividend Standard Life Canadian Equity Fund Standard Life Canadian Equity Fund Standard Life Global Equity Class Standard Life Monthly Income Class Standard Life Global Dividend Growth Class Standard Life Conservative Portfolio Class Standard life Moderate Portfolio Class Standard life Growth Portfolio Class Standard Life Dividend Income Class Standard Life Dividend Growth & Income Portfolio Class Standard Life Emerging Markets Dividend Class Standard Life Short Term Yield Class Standard Life Canadian Dividend Growth Class Standard Life U.S. Equity Value Class A-Series 2,670, % 17.00% E-Series % 0.00% A-Series 1,056, % 41.00% E-Series % 0.00% A-Series % 0.06% A-Series % 0.00% A-Series % 0.01% A-Series % 0.00% A-Series % 0.01% A-Series % 0.00% A-Series % 0.01% A-Series % 0.01% A-Series % 0.08% A-Series % 0.02% A-Series % 0.01% A-Series % 0.01% xxi

132 SCHEDULE K CONTINUING FUND NAME CHANGES Old Fund Name New Fund Name Effective Date Standard Life Emerging Markets Dividend Class Manulife Emerging Markets Class On or about November 13, 2015 Standard Life Emerging Markets Dividend Fund Manulife Emerging Markets Fund On or about November 13, 2015 Standard Life Canadian Dividend Growth Class Manulife Canadian Dividend Growth Class On or about November 13, 2015 Standard Life Dividend Income Class Manulife Canadian Dividend Income Class On or about November 13, 2015 Standard Life Global Dividend Growth Class Manulife Global Dividend Growth Class On or about November 13, 2015 Standard Life Global Equity Class Manulife Global Equity Unconstrained Class On or about November 13, 2015 Standard Life Dividend Growth & Income Portfolio Class Manulife Portrait Dividend Growth & Income Portfolio Class On or about November 13, 2015 Standard Life Growth Portfolio Class Manulife Portrait Growth Portfolio Class On or about November 13, 2015 Standard Life Monthly Income Class Manulife Canadian Monthly Income Class On or about November 13, 2015 Standard Life Corporate Bond Fund Manulife Canadian Corporate Bond Fund On or about November 13, 2015 Standard Life Conservative Portfolio Manulife Portrait Conservative Portfolio On or about November 13, 2015 Standard Life Moderate Portfolio Manulife Portrait Moderate Portfolio On or about November 13, 2015 Standard Life Dividend Income Fund Manulife Canadian Dividend Income Fund On or about November 13, 2015 Standard Life Diversified Income Fund Manulife Conservative Income Fund On or about November 13, 2015 xxii

133 SCHEDULE L COMPARISON OF RIGHTS UNDER OBCA VERSUS CBCA If the continuation is approved, Standard Life Corporate Class Inc. ( SLCCI ) will continue as a company under the Business Corporations Act (Ontario) (the OBCA ). The OBCA provides shareholders with substantially the same rights as the rights available to shareholders under the Canada Business Corporations Act (the CBCA ), including rights of dissent and appraisal and rights to bring derivative actions and oppression actions. However, there are certain differences between the two statutes and the regulations made thereunder. The following is a summary of certain key differences between the OBCA and the CBCA. This summary is not an exhaustive review of the two statutes. Reference should be made to the full text of both statutes and the regulations made or laws developed thereunder for particulars of any differences between them. Place of Shareholders' Meetings. Under the OBCA, subject to the articles of the company, and any unanimous shareholders agreement, a shareholders meeting may be held in or outside Ontario (including outside Canada) as determined by the directors, or in the absence of such a determination, at the place where the registered office of the corporation is located. Under the CBCA, a shareholders meeting may be held any place in Canada provided in the by-laws or, in the absence of such by-law, at a place in Canada determined by the directors, or it may be held at a place outside Canada if such place is specified in the articles of the company or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. Notice of Shareholders' Meetings. Under the OBCA, a public company must give notice of a meeting of shareholders not less than 21 days and not more than 50 days before the meeting. Under the CBCA, the notice must be provided not less than 21 days and not more than 60 days before the meeting. Public companies incorporated under either statute are also subject to the requirements of National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer which provides for minimum notice periods of greater than the minimum 21 day period in either statute. Telephonic or Electronic Meetings. Under the OBCA, a meeting of shareholders may be held by telephonic or electronic means and shareholders may participate in and vote at the meeting by such means unless the articles or by-laws of the company state otherwise. Under the CBCA, a meeting of shareholders may be held entirely by telephonic or electronic means only if permitted by the by-laws of the company. In addition, the CBCA also requires the Corporation to provide shareholders with a means of communication that permits all participants to communicate adequately with each other during the meeting. Shareholder Proposals. Under the OBCA, proposals may be submitted by both registered and beneficial shareholders who are entitled to vote at a meeting of shareholders. Under the CBCA, shareholder proposals may be submitted by both registered and beneficial shareholders who are entitled to vote at a meeting of shareholders, provided that (a) the shareholder was a registered or beneficial owner, for at least 6 months prior to the submission of the proposal, of voting shares at least equal to 1% of the total number of outstanding voting shares of the company or whose fair market value is at least $2,000, or (b) the proposal has the support of persons who in the aggregate have been the registered or beneficial owner of such number of voting shares for such period. xxiii

134 Registered Office. Under the OBCA, the registered office must be in Ontario and may be relocated to a different municipality within Ontario by special resolution of the shareholders or relocated within the same municipality by resolution of the directors. Under the CBCA, the registered office must be in the province specified in the articles and may be relocated to a different province by special resolution of the shareholders or relocated within the same province by resolution of the directors. Corporate Records. The OBCA and related Ontario statutes require records to be kept in Ontario. The CBCA permits corporate and accounting records to be kept outside of Canada, although there are still requirements to keep such records within Canada under the Income Tax Act and other statutes administered by the Minister of National Revenue (such as the Excise Tax Act). If records are kept outside of Canada, companies are required to provide access to their records at a location in Canada, by means of a computer terminal or other technology. Independent Directors. Under the OBCA, at least 1/3 of the members of the board of directors cannot be officers or employees of the company or its affiliates. Under the CBCA, the requirement is that at least 2 of the directors cannot be officers or employees of the company or its affiliates. Quorum of Directors' Meetings. Both the OBCA and CBCA state that, subject to the articles and by-laws of a company, quorum at meetings of directors consists of a majority of directors or the minimum number of directors required by the articles, although the OBCA also stipulates that a quorum may not be less than 2/5 of the directors or the minimum number of directors. Further, the CBCA requires that 25% of the directors present at the meeting (or at least one if less than four directors are appointed) be resident Canadians. Notice of a Derivative Action. Under the OBCA, a complainant is not required to give notice to the directors of the company of the complainant's intention to make an application to the court to bring a derivative action if all of the directors of the company are defendants in the action. Under the CBCA, a condition precedent to a complainant bringing a derivative action is that the complainant has given at least 14 days' notice to the directors of the company of the complainant's intention to make an application to the court to bring such a derivative action. Oppression Remedy. The OBCA allows a court to grant relief where a prejudicial effect to the shareholder is merely threatened, whereas the CBCA only allows a court to grant relief if the effect actually exists (that is, it must be more than merely threatened). xxiv

135 Head Office: Administration and Processing Requests: MANULIFE INVESTMENTS, MANULIFE INVESTMENTS, A DIVISION OF MANULIFE ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT LIMITED LIMITED 200 Bloor Street East Order Receipt Office North Tower King Street North Toronto, ON M4W 1E5 Del Stn 500 G-B Waterloo, Ontario N2J 4C6 CLIENT SERVICE manulifemutualfunds.ca Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. The Funds are managed by Manulife Investments, a division of Manulife Asset Management Limited. Manulife, Manulife Investments, the Block Design, the Four Cubes Design and Strong Reliable Trustworthy Forward-thinking are trademarks of The Manufacturers Life Insurance Company, and are used by it, and by its affiliates under license.