Exchange Bulletin

Manulife U.S. Regional Bank Trust (MBK.UN) To Trade On Toronto Stock Exchange


July 23, 2014

Manulife U.S. Regional Bank Trust (the "Fund") - An application has been granted for the original listing in the Industrial category of up to a maximum of 24,000,000 Class A Units (the "Units"), of which up to a maximum of 20,000,000 Units will be issued and outstanding, and up to a maximum of 4,000,000 Units will be reserved for issuance upon completion of an initial public offering (the "Offering").

Listing of the Units will become effective at 5:01 p.m. on Tuesday, July 22, 2014, in anticipation of the public offering closing on Wednesday, July 23, 2014. The Units, other than those which have not been distributed to the public, will be posted for trading at the opening on Wednesday, July 23, 2014 upon confirmation of closing.

Registration of interests in, and transfers of, the Units will be made only through the Book-Entry System of CDS Clearing and Depository Services Inc. ("CDS"). On the date of closing of the Offering, the Fund will deliver electronically through the non-certificated inventory system to CDS the aggregate number of Units subscribed for under the Offering. Units must be purchased, transferred and surrendered for redemption only through a CDS Participant. Upon purchase of any Units, the beneficial owner will receive only the customary confirmation.

Additional information on the Units may be found in the final prospectus dated June 25, 2014 (the "Prospectus"), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

Stock Symbol: "MBK.UN" CUSIP: 56502D 10 6 Trading Currency: US$



Temporary Market Maker: AltaCorp Capital Inc.
Other Markets: None.
Head Office Address: 200 Bloor Street East
North Tower, 3rd Floor
Toronto, Ontario M4W 1E5
Email Address: jennifer_mercanti@manulfie.com
Website: www.manulife.com
Head Office Telephone Number: (416) 842-5646
Investor Relations: Beverley MacLean
Tel: (416) 852-8501
Email: beverley_maclean@manulife.com

Manager: Invesco Canada Ltd.
Chief Financial Officer: Lucas Pontillo
Corporate Secretary: Warren Rudick
Incorporation: The Fund is a closed-end investment fund established under the laws of the Province of Ontario and governed by a Declaration of Trust dated as of June 25, 2014, as amended from time to time.
Manager of the Fund: Manulife Asset Management Limited
Fiscal Year End: December 31
Nature of Business: The Fund has been created to invest in an actively managed portfolio comprised primarily of securities of U.S. regional banks and lending companies, including commercial banks and industrial banks, savings and loan associations, and bank and financial holding companies.
The Fund's investment objectives are: (i) to maximize total return through capital appreciation and distributions; and (ii) to provide holders of Units with monthly distributions.
Transfer Agent & Registrar: CST Trust Company Inc. at its principal office in Toronto.
Distributions: The Fund intends to make monthly distributions to Unitholders of record on the last Business Day of each month. Distributions will be paid on a Business Day designated by the Manager that will be no later than the 15th day of the following month. The initial monthly distributions for the first 12 months are targeted to be $0.0416 per Unit per month (or $0.50 per annum) representing an initial yield on the original Unit issue price of 5.00% per annum. The Fund will not have a fixed monthly distribution amount but will at least annually determine and announce an expected distribution amount for the following 12 months. The initial cash distribution is anticipated to be payable on or before October 15, 2014 to Unitholders of record on September 30, 2014.
Class U Units: In addition to the Units, the Fund is offering Class U Units under the Prospectus. The Class U Units are designed for investors who want to make their investment in U.S. dollars and will not be listed on a stock exchange. A holder of Class U Units may convert such Class U Units into Units on a weekly basis and it is expected that liquidity for the Class U Units will be obtained primarily by means of conversion into Units and the sale of such Units. Class U Units may be converted in any week on the first Business Day of such week (the "Conversion Date") by delivering a notice and surrendering such Class U Units no later than 3:00 p.m. (Toronto time) at least five Business Days prior to the applicable Conversion Date.

For each Class U Unit so converted, a holder will receive that number of Units equal to the NAV per Class U Unit as at the close of trading on the Business Day immediately preceding the Conversion Date divided by the Net Asset Value per Unit as at the close of trading on the Business Day immediately preceding the Conversion Date. No fraction of a Unit will be issued upon any conversion of Class U Units and any fractional amounts will be rounded down to the nearest whole number of Units.
Public Offering: Pursuant to the terms of the Prospectus, up to a maximum of 23,000,000 Units and/or unlisted Class U Units (including the overallotment option of 3,000,000 Units) at a price of $10.00 per Unit and U.S.$10.00 per Class U Unit are being offered to the public by RBC Dominion Securities Inc. CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., GMP Securities L.P. Manulife Securities Incorporated, Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Dundee Securities Inc., and Mackie Research Capital Corporation, as agents.