June 29, 2017

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MANULIFE ASSET MANAGEMENT LIMITED

(the Filer)

AND

IN THE MATTER OF

MANULIFE BALANCED PORTFOLIO, MANULIFE CONSERVATIVE PORTFOLIO, MANULIFE GROWTH PORTFOLIO MANULIFE MODERATE PORTFOLIO, MANULIFE SIMPLICITY BALANCED PORTFOLIO, MANULIFE SIMPLICITY CONSERVATIVE PORTFOLIO, MANULIFE SIMPLICITY GLOBAL BALANCED PORTFOLIO, MANULIFE SIMPLICITY GROWTH PORTFOLIO AND MANULIFE SIMPLICITY MODERATE PORTFOLIO

(the Initial Top Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Initial Top Funds and such other mutual funds with similar investment objectives that are subject to National Instrument 81-102 Investment Funds (NI 81-102) as may be managed by the Filer or an affiliate or successor of the Filer from time to time (the “Top Funds” and individually, a “Top Fund”) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption, pursuant to section 19.1 of NI 81-102, from:

i. the prohibition contained in paragraph 2.5(2)(a) of NI 81-102 against a mutual fund investing in another mutual fund that is not subject to NI 81-102 and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101); and

ii. the prohibition contained in paragraph 2.5(2)(c) of NI 81-102 against a mutual fund investing in another mutual fund’s securities where those securities are not qualified for distribution in the local jurisdiction (together with paragraph (i) above, the Requested Relief)

to permit each Top Fund to invest up to 10% of its net assets, taken at market value at the time of the investment, in units of the Underlying Pooled Funds (as defined below).

Under the process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for the application; and

(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. The following terms shall have the following additional meanings:

Manulife Portfolios means Manulife Balanced Portfolio, Manulife Conservative Portfolio, Manulife Growth Portfolio and Manulife Moderate Portfolio.

Underlying Pooled Funds means Manulife Asset Management Emerging Markets Corporate Debt Pooled Fund (the Manulife Corporate Debt Pooled Fund), Manulife Asset Management Emerging Markets Local Currency Debt Pooled Fund (the Manulife Local Currency Debt Pooled Fund), Manulife Asset Management Global Energy Pooled Fund (the Manulife Energy Pooled Fund), Manulife Asset Management Global Natural Resources Pooled Fund (the Manulife Natural Resources Pooled Fund), Manulife Asset Management Global Precious Metals Pooled Fund (the Manulife Precious Metals Pooled Fund) and Manulife Asset Management Global Small Cap Equity Pooled Fund (the Manulife Small Cap Pooled Fund).

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation with its head office located in Toronto, Ontario.

2. The Filer is registered as an investment fund manager in each of Ontario, Québec, and Newfoundland and Labrador, as a portfolio manager in each of the Jurisdictions, as a commodity trading manager in Ontario and as a derivatives portfolio manager in Québec.

3. The Filer is not in default of securities legislation in any of the Jurisdictions.

4. The Filer or an affiliate is, or will be, the manager of each Top Fund and each Underlying Pooled Fund.

The Top Funds

5. Each Top Fund is, or will be, a “mutual fund”, as such term is defined under the Securities Act (Ontario) (the Act).

6. Each Top Fund has, or will have, a simplified prospectus, annual information form and fund facts document prepared in accordance with NI 81-101, and securities of each Top Fund are, or will be, qualified for distribution in the Jurisdictions

7. Each Top Fund is, or will be, a reporting issuer under the securities legislation of one or more Jurisdictions and is or will be subject to NI 81-102.

8. None of the existing Top Funds is in default of securities legislation in any of the Jurisdictions.

9. The investment objective of Manulife Simplicity Balanced Portfolio is to generate long-term growth consistent with safety of capital. Manulife Simplicity Balanced Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds managed by the Filer focusing on Canadian equity and fixed income funds. It may also invest in foreign equity and money market funds within permitted ranges.

10. The investment objective of Manulife Simplicity Conservative Portfolio is to generate income with an emphasis on preserving capital. Manulife Simplicity Conservative Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds, focusing on Canadian fixed income and money market funds. It may also invest in Canadian and foreign equity funds within permitted ranges.

11. The investment objective of Manulife Simplicity Global Balanced Portfolio is to generate long-term returns consistent with safety of capital. Manulife Simplicity Global Balanced Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds focusing on global equity and fixed income funds.

12. The investment objective of Manulife Simplicity Growth Portfolio is to achieve long-term capital growth and increased foreign content exposure. Manulife Simplicity Growth Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds managed by the Filer focusing on Canadian and foreign equity funds.

13. The investment objective of Manulife Simplicity Moderate Portfolio is to generate income and achieve long-term growth consistent with the preservation of capital. Manulife Simplicity Moderate Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds, focusing on Canadian fixed income and money market funds, with a portion in Canadian equity funds. It may also invest in foreign equity funds within permitted ranges.

14. The investment objective of Manulife Balanced Portfolio will be to provide a combination of long-term capital appreciation with a secondary focus on income generation. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

15. The investment objective of Manulife Conservative Portfolio will be primarily to preserve capital with a secondary focus on income. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

16. The investment objective of Manulife Growth Portfolio will be to achieve long-term capital appreciation. Its investment strategy allows it to invest up to 100% of its assets in other investment