Timbercreek Global Real Estate Fund

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1 Annual Report 2013 Timbercreek Global Real Estate Fund

2 Letter to Unitholders Corrado Russo Global real estate securities underwent a challenging year in 2013 as uncertainty around the direction of interest rates resulted in yield-oriented asset classes, such as real estate, to underperform. Despite these market conditions, the Timbercreek Global Real Estate Fund delivered strong results in The Fund generated a net Total Return of 4.3%, outperforming its custom benchmark by approximately 130 basis points, driven by all three asset classes: Common Equity, Preferred Shares and Direct. Since its inception in 2010, the Fund has generated an annualized net Total Return of 10.1%, inclusive of the quarterly distributions made to investors. The Fund met its targeted distribution in 2013, which was $0.84 per unit, continuing the Manager s track record of achieving the Fund s investment objectives. The Fund s allocation to common equities was 64.0% of gross assets as of December 31, The Fund s common equity positions in the United States, Europe and Japan positively contributed to performance. In the United States, Starwood Property Trust, Sabra Health Care REIT and Spirit Realty Capital generated strong shareholder returns, up 29.3%, 26.9% and 13.1%, respectively in local currency. In each case, robust acquisition activity served as a positive catalyst for the shares. In Europe, Befimmo and Vastned Retail generated returns of 10.6% and 8.4%, respectively in local currency, and increases of 23.4% and 20.1% in CAD. After years of challenging market conditions, green shoots started to form in the Belgium office market in 2013, having a positive impact on Befimmo s share price while Vastned Retail s repositioning strategy led to a re-rating of the company s multiple. In Japan, Premier Investment Corp delivered a 33.9% return in local currency. Premier benefited from improved leasing prospects and the backfilling of vacant space. Looking ahead to 2014, we expect a 12.0% to 14.0% total return from global real estate securities. Our expected return consists of 9.0% to 10.0% in capital appreciation and 3.5% to 4.0% in dividend yield for the overall global REIT market. Capital appreciation is driven by 6.0% to 7.0% earnings growth, the narrowing of discounts to NAV and modest changes in valuation. Growth is being led by the United States and United Kingdom, with the highest yields being in Singapore, Australia and Canada and the most attractive valuations being in Australia, Hong Kong, the United States and France. Potential negative risks include (i) slower than expected growth in China, which would negatively impact Hong Kong, (ii) an acute rise in interest rates in the U.S., which would negatively impact Singapore and the United States, (iii) a cooling of demand for condos in Canada resulting in slower economic growth, (iv) consumer spending in Japan being negatively impacted by the consumption tax hike, (v) the Australian Dollar depreciating more than expected, thus negatively impacting residential sales, and (vi) renewed political and/or monetary policy instability in Europe. Potential upward surprises include (i) economic growth in Europe increasing faster than expected, resulting in a broadening in demand for commercial real estate, (ii) interest rates in the United States remaining flat or only modestly rising, which would prove positive for future refinancing s, (iii) M&A activity in Canada increasing, (iv) growth in China and inflation in Japan accelerating above expectations, (v) employment rate recovery in Australia driving office rents higher, and (vi) acquisition activity in Singapore accelerating, allowing the listed REITs to drive earnings higher. The Fund aims to generate attractive, stable income for investors and preserve capital, while providing the opportunity for long-term market appreciation. Timbercreek Global Real Estate Fund (the Fund) is a closed-end fund established to provide investors with the opportunity to participate in a diversified portfolio of premier global real estate assets and securities that offer superior risk-adjusted returns while limiting volatility and preserving capital. The Fund invests in high quality real estate opportunities across all major property types and major markets around the world. The Fund s U.S. REIT Preferred holdings performed well, both on an absolute and relative basis, generating a 7.1% return in CAD. The Fund s allocation to U.S. REIT Preferred shares was 19.7% of gross assets as of year-end We believe U.S. real estate fundamentals are strengthening, characterized by a broadening of demand, limited supply, strong occupancies and rising rents. Under these conditions, we see the best opportunities today in the Preferred shares of retail and lodging REITs with fundamentals that are poised to perform strongly in an improving economy. Private investments represented 16.3% of the Fund s gross assets as of December 31, The Fund harvested a portion of its holdings in AMC Communities, its largest direct real estate position. AMC Communities owns a high quality portfolio of 16 manufactured housing properties representing over 5,900 sites in the United States across Colorado, Texas, Arizona and Michigan. The Fund initially established an investment in AMC Communities at year-end Over the full holding period, we expect to generate double digit annualized returns from AMC Communities. We are confident in the Fund s ability to continue to meet our investment objectives of preserving capital while providing unitholders with stable quarterly cash distributions and attractive long term capital appreciation. There are a number of people to thank for our success this year. The dedication of our internal investment team continues to pay off with great results. More importantly, I would like to express our enormous appreciation to all our unitholders for your continued support. We look forward to sharing our continued growth and progress with you over the coming year. Corrado Russo Managing Director, Investments & Global Head of Real Estate Securities, Timbercreek Asset Management March Timbercreek Global Real Estate Fund Timbercreek Global Real Estate Fund 3

3 Annual Management Report of Fund Performance As at December 31, 2013 This annual management report of fund performance contains financial highlights but does not contain the audited annual financial statements of Timbercreek Global Real Estate Fund (the Fund ). You can obtain a copy of the audited annual financial statements at your request, at no cost, by any of the following: PHONE Calling the Fund at (416) ext (collect if long distance), Carrie Morris, Managing Director, Capital Markets & Corporate Communications INTERNET Visiting SEDAR at or MAIL Writing to the Fund at: Timbercreek Global Real Estate Fund Attention: Corporate Communications 1000 Yonge Street, Suite 500 Toronto, Ontario M4W 2K2 Unitholders may also contact us using one of these methods to request a copy of the Fund s proxy voting policies and procedures, proxy voting disclosure record, or quarterly portfolio disclosure Annual Management Report of Fund Performance and Financial Statements 4 Timbercreek Global Real Estate Fund Timbercreek Global Real Estate Fund 5

4 FORWARD-LOOKING STATEMENTS Caution regarding forward-looking statements The terms the Fund, we, us and our in the following Management Report of Fund Performance refer to the Fund and its financial position and results of operations for the year ended December 31, 2013 (the Year ). Financial data provided has been prepared in accordance with Canadian Generally Accepted Accounting Principles ( GAAP ) as issued by the Accounting Standards Board ( AcSB ) of the Chartered Professional Accountants Canada ( CPA Canada ). This MRFP should be read in conjunction with the Fund s audited annual Financial Statements for the years ended December 31, 2013 and 2012, both of which have been prepared in accordance with Canadian GAAP. Copies of these documents have been filed electronically with securities regulators in Canada through the System for Electronic Document Analysis and Retrieval ( SEDAR ) and may be accessed through the SEDAR website at Historical results and percentage relationships contained in the Fund s Financial Statements and MRFP related thereto, including trends which might appear, should not be taken as indicative of future operations. Forward-looking statement advisory This document may contain forward-looking statements relating to anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent our beliefs regarding future events. These statements are typically identified by expressions like believe, expects, anticipates, would, will, intends, projected, in our opinion and similar expressions. By their nature, forward-looking statements require us to make assumptions which include, among other things, that (i) the Fund will have sufficient capital under management to effect its investment strategies and pay its targeted distributions, (ii) the Fund s investment strategies will produce the results intended by Timbercreek Asset Management Ltd. (the Manager ), (iii) markets will react and perform in a manner consistent with the investment strategies, and (iv) the Fund is able to acquire publicly traded real estate securities and invest in private direct real estate that will generate returns that meet and/or exceed the Fund s targeted investment returns. Forward-looking statements are subject to inherent risks and uncertainties. There is significant risk that forecasts and other forward-looking statements will prove to not be accurate. We caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed or implied in the forward-looking statements. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including but not limited to, general global market conditions, general risks relating to real estate and the risks detailed from time to time in the Fund s prospectus. We caution that the foregoing list of factors is not exhaustive and that when relying on forwardlooking statements to make decisions with respect to investing in the Fund, investors and others should carefully consider these factors, as well as other uncertainties, potential events and the inherent uncertainty of forward-looking statements. Due to the potential impact of these factors, the Fund and the Manager do not undertake, and specifically disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. MANAGEMENT DISCUSSION OF FUND PERFORMANCE This Management Report of Fund Performance ( MRFP ) presents management s view of the significant factors and developments during the past year that have affected the performance and outlook of the Fund and should be read in conjunction with the audited annual Financial Statements of the Fund for the years ended December 31, 2013 and 2012, together with the notes related thereto. This MRFP is not intended to provide legal, accounting, tax or investment advice. Investment Objectives and Strategies The Fund was created under the laws of the Province of Ontario pursuant to a Declaration of Trust dated August 5, 2010 and commenced operations on August 26, Timbercreek Asset Management Ltd. is the trustee, manager and portfolio advisor of the Fund (the Trustee or Manager ). The fundamental investment objectives of the Fund are to: Provide unitholders with quarterly cash distributions; and Preserve capital while providing the opportunity for long-term capital appreciation for unitholders. The Fund intends on meeting its investment objectives by investing in a globally diversified portfolio of securities issued in respect of real estate situated primarily in the world s industrialized economies. While the bulk of the portfolio consists of publicly traded real estate securities, the Fund intends to invest up to 20% of its total assets directly in real estate where the Manager believes it is the most efficient way to access the desired real estate. Further, the Fund invests across the capital structure including common equity, preferred shares and debt of both public and private real estate companies. Risk The risks associated with investing in the Fund remain as disclosed in its prospectus dated April 27, Any changes to the Fund for the Year have not affected the overall risk of the Fund. Results of Operations During the Year, the Class A and Class B units of the Fund generated total returns of 4.2% and 4.8% respectively (December 31, % and 23.1%). The differences in total return amongst the two classes of units are a result of operating expenses that are applicable to a particular class. These Fund returns are reported net of all management fees and expenses for all classes, which should be considered when comparing the returns to indices, which do not pay fees or incur expenses. The Fund also paid quarterly distributions to unitholders during the Year of approximately $5.7 million (December 31, 2012 $6.3 million), or $0.84 per Class A unit and Class B unit (December 31, 2012 $0.84). The Fund was able to achieve this distribution from the net investment income of $3.6 million and net distributions received on positions held through equity swaps of $2.3 million. Global economic conditions continued to improve in 2013 culminating with the U.S. Federal Reserve formally beginning the process of winding down its quantitative easing measures. In the United States, demand for commercial real estate broadened as consumer spending and job growth strengthened. In the U.K., unemployment declined, resulting in a recovery in London s office market, while on the Continent tail risk meaningfully decreased as central bank policies remained accommodative and the economy found its footing despite soft economic conditions. In Asia, strong policy action in Japan resulted in a resurgence in confidence leading to an expansion in transaction activity, which drove asset values higher. In Australia, economic growth was sub-optimal yet accommodative central bank policy positively impacted consumer sentiment. Finally, Singapore and Hong Kong benefited from broader growth across Asia. Global equity markets, as measured by the MSCI World Index, returned 36.2% in CAD terms for the year ended December 31, The equity markets continued to be supported by rising confidence at a consumer and business level as well as low interest rates. Despite a synchronized global expansion materializing across the U.S., Europe and Asia, global real estate securities meaningfully underperformed global equities in 2013 as the asset class moved inversely to changes in bond yields. During the Year, the FTSE/EPRA NAREIT Developed World Index increased by 11.5% in CAD and 4.4% in USD terms, highlighting the weakness of the CAD versus most other currencies. From a regional perspective, the United Kingdom produced the strongest return, up 36.2% in CAD and 27.5% in USD terms. Canada was the weakest performing country during the Year with a decline of 5.5% in CAD terms. The returns of Europe, Developed Asia, and the United States were in between those two extremes, increasing by 23.6%, 11.5% and 9.5%, respectively, in CAD terms. The Fund continues to make investments across the capital stack including common equity, preferred shares, debt and direct real estate. During the Year, the Fund increased its allocation 6 Timbercreek Global Real Estate Fund Timbercreek Global Real Estate Fund 7

5 as a percentage of gross assets to Canada, Australia, Netherlands and United Kingdom, while decreasing its exposure to the United States, Singapore, Japan, Hong Kong, South Africa, New Zealand and Belgium. The Manager allocates the Fund s capital to the best risk-adjusted opportunities in its investable universe and the changes in the country allocations are a reflection of this strategy. During the Year, the Fund s investment in common equities increased to 62.2% of net assets from 57.4% at December 31, 2012, an increase of 4.8%. Approximately 14.8% of Fund s investments are in preferred shares, a 0.8% decrease from 15.6% at December 31, The Fund has continued to utilize total return equity swaps to gain exposure to preferred shares and common equities held in the United States. The Manager determined that these instruments allowed the Fund to gain the same economic exposure to the underlying investments while reducing its financing costs. If the total notional exposure of the positions held on swap was included within net assets, the Fund s preferred shares allocation would increase to 23.8% (December 31, %) of net assets and common equities would increase to 77.4% (December 31, %) of net assets. Approximately 19.7% of the Fund s investments at Year end are invested in direct real estate and mortgage and loan investments, a decrease of 1.9% from 21.6% at December 31, The decrease is mainly a result of the sale of its interest in AMC REIT. This transaction will close in two tranches, the first of which occurred in December The Fund s direct real estate investments are focused on multi-residential buildings, or direct mortgage investments secured by income-producing assets where interest on the loan can be serviced from cash flows generated by the underlying assets. For the Year, the Fund had investment income of $5.8 million (December 31, 2012 $6.0 million), TIMBERCREEK which consisted mainly GLOBAL of dividends REAL net of ESTATE withholding FUND tax, totaling $4.4 million (December 31, 2012 $4.6 million). The Fund also experienced a decrease in distributions and interest from $1.4 million to $1.3 million (December 31, 2012 increase of $0.7 million), resulting mainly from Management its decreased exposure in mortgage Report investments. of Fund Total operating Performance expenses were $2.2 million (December 31, 2012 $2.7 million), of which $1.3 million (December 31, 2012 $1.9 million) related As at December 31, 2013 to management fees. During the Year, the Fund had a net gain on investments, after commission and transaction costs, of $1.4 million (December 31, 2012 $14.8 million), of which $6.9 million (December 31, 2012 $7.5 million) was realized, which was offset by an unrealized loss of $5.1 (December 31, 2012 $7.5 million) was realized, which was offset by an unrealized loss of $5.1 million (December million (December 31, 2012 gain of $7.5 million). Of note, from a distribution perspective, the 31, 2012 gain of $7.5 million). Of note, from a distribution perspective, the dividends received from the equity dividends received from the equity swaps are included within realized capital gains. The decrease swaps are included within realized capital gains. The decrease in the size of the gain versus the prior year is in the size of the gain versus the prior year is attributable to the performance of the Fund s attributable common equity to the performance and preferred of the share Fund s positions, common which equity were and preferred hindered share by the positions, increase which in interest were hindered rates that by occurred the increase across in interest the financial rates that system occurred starting across in the May financial system starting in May The Fund s net assets were $84.3 million at December 31, 2013, a decrease of $17.8 million from December 31, The Fund s net assets were $84.3 million at December 31, 2013, a decrease of $17.8 million from The decrease is directly attributed to redemptions of Class A and B shares of $15.3 million (December 31, December 31, The decrease is directly attributed to redemptions Class A and B shares of 2012 $15.3 million $1.0 million) (December and $1.9 31, million 2012 (December $1.0 million) 31, 2012 and $1.0 $1.9 million) respectively. (December 31, 2012 $1.0 million) respectively. Income available available for for distribution distribution The following is a reconciliation of income available for distribution generated on the investment The following is a reconciliation of income available for distribution generated on the investment portfolio. The portfolio. The increase in net assets from operations is adjusted for the unrealized and realized increase in net assets from operations is adjusted for the unrealized and realized gains on the sale of gains on the sale of investments, equity swaps and forward contracts and management fees in investments, equity swaps and forward contracts and management fees in excess of 1.25%. For distribution excess of 1.25%. For distribution purposes, the Fund includes dividends received on positions held purposes, through equity the Fund swaps includes as income dividends available received for on positions distribution, held through which are equity included swaps as within income the available net gain for distribution, investments which in are the included statement within of the operations. net gain on investments in the statement of operations Increase in net assets from operations 4,982,060 18,100,441 Less: Net gain on investments (1,399,608) (14,781,909) Add: Management fees in excess of 1.25% - 575,038 Add: Net dividends received on positions held through equity swaps 2,318,112 2,286,861 Distributable income 5,900,564 6,180,431 Actual distributions 5,720,669 6,340,899 Under/ (over) distribution 179,895 (160,468) Borrowing The Fund may utilize various forms of leverage, including a margin facility that will allow the Borrowing Fund to borrow funds from time to time that the Manager determines appropriate. The aggregate The amount Fund of may leverage utilize various by the forms Fund of may leverage, not exceed including 25% a margin of the aggregate facility that value will allow of the assets Fund to of borrow the funds Fund from (the Total time to Assets ) time that at the the Manager time of determines use. In the appropriate. event that The the aggregate leverage amount exceeds of 25% leverage of Total by the Fund Assets, may the not Manager exceed 25% will of take the aggregate reasonable value measures of the assets to reduce of the Fund the total (the Total borrowings, Assets ) at such the time that it of is use. below 25% of Total Assets. In the event that the leverage exceeds 25% of Total Assets, the Manager will take reasonable measures to reduce The Fund has provided its prime broker an interest in all of the assets of the Fund held as collateral for leverage purposes. For the Year, the Fund s highest and lowest borrowings were approximately $15.1 million and 3.0 million, respectively (or 16.1% and 3.1%, respectively of Total Assets). For the Year ended December 31, 2012, the Fund s highest and lowest borrowings were approximately $9.7 million and nil, respectively (9.5% and nil, respectively, of Total Assets). Recent Developments Future Accounting Change On February 13, 2008, the Accounting Standards Board ( AcSB ) confirmed that publicly accountable enterprises would be required to adopt International Financial Reporting Standards ( IFRS ), as published by the International Accounting Standards Board ( IASB ), on January 1, However, the AcSB deferred the mandatory IFRS changeover date for Canadian investment funds to January 1, Consequently, the Fund will publish its first annual audited financial statements in accordance with IFRS for the year ending December 31, 2014, with comparatives for the year ending December 31, 2013, and prepare an opening IFRS statement of net assets at January 1, The Fund will also be publishing unaudited interim financial statements in accordance with IFRS for the 6-month period ending June 30, IFRS is also expected to affect the overall presentation of financial statements and would require enhanced disclosures in the financial statements. Upon adoption of IFRS the Fund will apply IFRS 13 Fair Value Measurement. IFRS 13 defines fair value, sets out a single IFRS framework for measuring fair value and requires disclosure about fair value measurements. It applies when other IFRSs require or permit fair value measurement. If an asset or a liability measured at fair value has a bid price and an ask price, it requires valuation to be based on a price within the bid-ask spread that is most representative of fair value. It allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurements within a bid-ask spread. This may result in eliminating the difference between the NAV per unit and net assets per unit under current Canadian GAAP. On October 31, 2012, the IASB published Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27), which provides an exemption from consolidation of subsidiaries under IFRS 10, Consolidated Financial Statements, for entities which meet the definition of an investment entity. A qualifying investment entity is required to account for investments in controlled entities, as well as investments in associates and joint ventures, at fair value through profit or loss; the only exception would be subsidiaries that are considered an extension of the investment entity s investing activities. The consolidation exception is mandatory, not optional. Related Party Transactions Management Fees The Fund pays the Manager a management fee for providing all general management and administration services, including management of the Fund s assets, bookkeeping, coordinating capital markets activities and other administrative services of the Fund. This fee also includes acting as the Trustee of the Fund. During the Year, the Manager earned management fees of $1.3 million (December 31, 2012 $1.9 million). See management fees for additional explanation. Trailer Fees The Fund also pays a fee to the Manager equal to 0.40% annually of the net asset value per Class A unit. The Manager will in turn pay to each registered dealer a service fee (the Trailer Fee ) equal to 0.40% annually of the net asset value per Class A unit for each Class A unit held by clients of such registered dealer (calculated and paid at the end of each calendar quarter). This Trailer Fee is reflected in the calculation of the net asset value for the Class A units. There is no Trailer Fee applicable to Class B units. During the Year, the Fund paid Trailer Fees on Class A units of $0.3 million (December 31, 2012 $0.4 million). Investments As opportunities arise, the Fund may co-invest in private direct mortgage and loan investments secured by multi-family and/or commercial properties with Timbercreek Mortgage Investment Corporation ( TMIC ) and Timbercreek Senior Mortgage Investment Corporation ( TSMIC ), related parties by virtue of common management. As at December 31, 2013, the Fund has coinvested in private direct mortgage and loan investments through the Fund directly totaling nil (December 31, 2012 $4.1 million) and is co-invested in three mortgage investments totaling $1.8 million (December 31, 2012 $2.0 million) through TCD LP. The parent company of the Manager is responsible for the day-to-day operations and management and administration of TMIC and TSMIC s mortgage and loan investments portfolio. During the Year, the Fund earned interest income on these investments of $0.7 million (December 31, 2012 $0.7 million). the total borrowings, such that it is below 25% of Total Assets. 8 Timbercreek Global Real Estate Fund The Fund has provided its prime broker an interest in all of the assets of the Fund held as collateral for leverage Timbercreek Global Real Estate Fund 9 purposes. For the Year, the Fund s highest and lowest borrowings were approximately $15.1 million and 3.0 million, respectively (or 16.1% and 3.1%, respectively of Total Assets). For the Year ended December 31, 2012, the

6 redemptions, distribution or other optional charges that would have reduced returns or performance. How the Fund has performed in the past does not necessarily indicate how it will perform in the future. The Fund invested $2.4 million in TC Core 2 LP, a limited partnership formed for the purpose of acquiring an 11.22% interest in Restier LP ( Restier ). Restier is a limited partnership formed for the purpose of acquiring core, multi-family real estate located throughout Canada. The parent company of the Manager is the general partner of TC Core 2 LP and is the asset manager, property manager and general partner of Restier, all related parties by virtue of common management. During the Year, the Fund received a partnership distributions from TC Core 2 LP of $0.02 million (December 31, 2012 $0.06 million). The Fund has invested $5.8 million in TCD LP, a limited partnership formed for the purpose of coinvesting in direct multi-family real estate and private mortgage and loan investments. The Fund is the sole limited partner of TCD LP and has retained the Manager to provide fund management and investment advisory services. During the year, the Fund received a partnership distributions from TCD LP of $0.4 million (December 31, $0.5 million). The above noted related party transactions are in the normal course of operations and are TIMBERCREEK measured at the exchange GLOBAL amount, REAL which ESTATE is the amount FUND of consideration established and agreed to by the related parties. Management Report of Fund Performance MANAGEMENT FEES As at December 31, 2013 Pursuant to the Management Agreement, the Fund pays the Manager a management fee in years where the Fund earns a positive Total Return (as defined below) for that year. The Management Fees are calculated and accrued on a daily basis on the year-to-date annualized total returns, MANAGEMENT FEES including applicable taxes. The Manager will charge a fee, plus applicable taxes (the Management Pursuant Fee ), subject to the to Management certain restrictions Agreement, of: the Fund pays the Manager a management fee in years where the Fund earns a positive Total Return (as defined below) for that year. The Management Fees are calculated and accrued 0% on of net a daily asset basis value on the per year-to-date annum in annualized years in which total returns, the Total including Return applicable is negative; taxes. The Manager will charge a fee, plus applicable taxes (the Management Fee ), subject to certain restrictions of: 1.25% of net asset value per annum in years in which the Total Return is between 0% and 7.99%; 0% of net asset value per annum in years in which the Total Return is negative; 1.25% 1.5% of net asset value per per annum annum in years in years in which in which the Total the Return Total is Return between is between 0% and 7.99%; 8% and 11.99%; 1.5% andof net asset value per annum in years in which the Total Return is between 8% and 11.99%; and 1.8% of net asset value per annum in years in which the Total Return is in excess of 12%. 1.8% of net asset value per annum in years in which the Total Return is in excess of 12%. Total Return means the return generated on the units, including income from distributions declared, as well as the Total appreciation Return means or depreciation the return in generated the net asset on value the per units, unit, including over the calendar income period, from distributions calculated December declared, 31 as of well each as year. the appreciation or depreciation in the net asset value per unit, over the calendar period, calculated on December 31 of each year. In addition to the Management Fees disclosed above, the Fund will pay for all expenses incurred by it in connection In addition with to the Management operation and management Fees disclosed of the above, Fund, the including Fund will but not pay limited for all to expenses any additional incurred fees by payable it in connection to the Manager with for the performance operation and of extraordinary management services of the on Fund, behalf including of the Fund but for not services limited outside to any the scope additional of the fees Management payable to Agreement. the Manager During for the performance Year, no additional of extraordinary fees were paid services to the Manager. on behalf of the Fund for services outside the scope of the Management Agreement. During the Year, no additional A summary of the Management Fees paid and a breakdown of the services received in consideration of the fees were paid to the Manager. Management Fees, as a percentage of Management Fees during the Year includes: A summary of the Management Fees paid and a breakdown of the services received in consideration of the Management Fees, as a percentage of Management Fees during the Year includes: $ % $ % Management fees 1,293, ,881, Trailer fees 314, , ,608, ,245, PAST PERFORMANCE The performance information shown assumes that all distributions made by the Fund in the period shown were reinvested in additional securities of the Fund. The performance information does not take into account sales, redemptions, distribution or other optional charges that would have reduced returns or performance. How the Fund has performed in the past does not necessarily indicate how it will perform in the future. Year-by-Year Year-by-Year Returns Returns (1) (1) The following bar bar chart shows the the Fund s Fund s performance for the for period the shown. period In shown. percentage In percentage terms, the bar terms, chart the shows bar how chart much shows an investment how much made an investment on the first day made of the on financial the first period day of would the financial have grown period or decreased would have by the grown last day or of decreased the financial by period. the last day of the financial period. CLASS A 25.0% 20.0% 15.0% 10.0% 5.0% 2.4% 22.4% 4.2% CLASS B 0.0% 0.0% TIMBERCREEK 2011 GLOBAL 2012 REAL 2013 ESTATE FUND (1) In accordance with NI , no performance data has been shown for the period from August 26, 2010 to December 31, 2010 as the Fund was not a reporting issuer at all times during the year. (1) In accordance with NI , no performance data has been shown for the period from As at August December 26, , to 2013 December 31, 2010 as the Fund was not a reporting issuer at all times during the year. FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS The following tables show selected key financial information about the Fund and are intended to help you The following tables show selected key financial information about the Fund and are intended to understand the Fund s financial performance for the periods shown. help you understand the Fund s financial performance for the periods shown. Total increase (decrease) from operations (2) TIMBERCREEK GLOBAL REAL ESTATE FUND 9 Distributions (3) : 25.0% 20.0% 15.0% 10.0% 5.0% 2.7% 23.1% 4.8% Management Report of Fund Performance The Fund s Net Assets per unit (1)(8) CLASS A Net assets, beginning of period $ $ $ $ Increase (decrease) from operations: Total revenue Total expenses (0.36) (0.38) (0.33) (0.19) Realized gains (losses) for the period (0.20) 0.15 Unrealized gains (losses) for the period (0.73) From income (excluding dividends) (9) From dividends (9) From capital gains (10) Return of capital 0.08 Total distributions for the period (3) Net assets, at end of period $ $ $ $ Ratios and supplemental data Total net asset value (000 s) (4) $ 73,526 $ 88,772 $ 62,227 $ 52,507 Number of units outstanding (4) 5,966,278 7,031,089 5,632,234 4,521,300 Management expense ratio* (5) 2.46% 2.98% 2.58% 3.75% Management expense ratio before waivers or absorptions* 2.46% 2.98% 2.58% 3.75% Trading expense ratio* (6) 0.35% 0.23% 0.35% 1.02% Portfolio turnover rate (7) % % % 52.40% Net asset value per unit $ $ $ $ Closing market price $ $ $ $ * Amounts have been annualized for 2010 as the Fund commenced operations on August 26, (1) This information is derived from the Fund s annual audited financial statements. The net financial assets statements per unit differ presented from the in net the asset financial value calculated statements for fund differ pricing from purposes. the net An explanation asset value of these calculated differences for fund can pricing be found purposes. in the notes An to the explanation financial statements. of these differences can be found in the notes to the financial statements. (1) This information is derived from the Fund s annual audited financial statements. The net assets per unit presented in the (2) Net assets and distributions are based on the actual number of units outstanding for the relevant class at the relevant time. The increase/decrease from operations is based on the weighted average number of units outstanding for the relevant class over the financial period. This table is not intended to be a reconciliation of beginning to ending net assets per unit. (3) Distributions were paid in cash. 10 Timbercreek Global Real Estate Fund TIMBERCREEK GLOBAL REAL ESTATE FUND 8 Timbercreek Global Real Estate Fund 11 TIMBERCREEK GLOBAL REAL ESTATE FUND 10

7 TIMBERCREEK GLOBAL REAL ESTATE FUND (2) Net assets and distributions are based on the actual number of units outstanding for the relevant class at the relevant time. The increase/decrease from operations is based on the Management weighted average number Report of units outstanding of Fund for the Performance relevant class over the financial period. As at This December table is not 31, intended 2013 to be a reconciliation of beginning to ending net assets per unit. (3) Distributions were paid in cash. The Fund s Net Assets per unit (1)(8) CLASS B Net assets, beginning of period $ $ $ $ Increase (decrease) from operations: Total revenue Total expenses (0.38) (0.42) (0.41) (0.21) Realized gains (losses) for the period (0.24) 0.17 Unrealized gains (losses) for the period (0.77) Total increase (decrease) from operations (2) Distributions: From income (excluding dividends) (9) From dividends (9) From capital gains (10) Return of capital 0.08 Total distributions for the period (3) Net assets, at end of period $ $ $ $ Ratios and supplemental data Total net asset value (000 s) (4) $ 10,962 $ 13,580 $ 12,218 $ 10,509 Number of units outstanding (4) 841,085 1,025,494 1,063, ,727 Management expense ratio* (5) 2.00% 2.50% 2.10% 3.21% Management expense ratio before waivers or absorptions* 2.00% 2.50% 2.10% 3.21% Trading expense ratio* (6) 0.35% 0.24% 0.41% 1.09% Portfolio turnover rate (7) % % % 52.40% Net asset value per unit $ $ $ $ Closing market price N/A N/A N/A N/A (4) This information is provided at period end of the year shown. (4) This information is provided at period end of the year shown. (5) (5) Management expense expense ratio is based ratio on is total based expenses on total (excluding expenses commissions (excluding and other commissions portfolio transaction and other costs) for the portfolio stated period transaction and is expressed costs) as an for annualized the stated percentage period of and the daily is expressed average net as asset an value annualized during the percentage stated period. of the daily average net asset value during the stated period. (6) (6) The The trading trading expense expense ratio represents ratio represents total commissions total and commissions other portfolio and transaction other costs portfolio expressed transaction as annualized costs percentage of the daily average net asset value during the stated period. expressed as an annualized percentage of the daily average net asset value during the stated (7) The Fund s portfolio turnover rate indicates how actively the Fund s portfolio advisor manages its portfolio investments. period. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the (7) The Fund s portfolio turnover rate indicates how actively the Fund s portfolio advisor manages course of the stated period. The higher the Fund s portfolio turnover rate in a period, the greater the trading costs payable its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Fund buying by the Fund in the period, and the greater the chance of an investor receiving taxable capital gains in the period. There is not and necessarily selling a relationship all of the securities between a high in its turnover portfolio rate and once the performance in the course of the of Fund. the stated period. The (8) Amounts higher shown the Fund s for 2010 are portfolio for the period turnover from August rate in 26, a 2010, period, the date the of greater commencement the trading of operations, costs payable to December by 31, the Fund in the period, and the greater the chance of an investor receiving taxable capital gains in the period. There is not necessarily a relationship between a high turnover rate and the performance of the Fund. (8) Amounts shown for 2010 are for the period from August 26, TIMBERCREEK 2010, the date GLOBAL of REAL commencement ESTATE FUND 11 of operations, to December 31, (9) The expenses of the Fund are offset against income and dividends. (10) With respect to distributions, the dividends received from the positions held through equity swaps are included in realized capital gains. (10) With respect to distributions, the dividends received from the positions held through equity swaps are included in realized capital gains. ANNUAL COMPOUND RETURNS ANNUAL COMPOUND RETURNS The following table table shows shows the Fund s the Fund s historical historical annual annual compound compound total returns total for returns the periods for the indicated periods ending indicated on December ending 31, 2013, on compared December with 31, the 2013, Fund s compared Blended Benchmarks with the Fund s (hedged Blended and unhedged), Benchmarks as described (hedged and below: unhedged), as described below: Since inception Class A 4.2% 22.4% 2.4% 37.8% Class B 4.8% 23.1% 2.7% 40.0% Product benchmarks: Blended benchmark (hedged) 1,2,3 3.6% 22.5% (0.8%) 35.9% Blended benchmark (unhedged) 2,3 8.4% 20.8% 1.3% 38.5% Notes on the Blended Benchmark Notes on the Blended Benchmark 1. The Fund s Blended Benchmark comprises a customized index composed as to 70% by 1. the The FTSE Fund s EPRA Blended NAREIT Benchmark Developed comprises World a customized Index and index as to 30% composed by the as Wells to 70% Fargo by the Hybrid FTSE EPRA & Preferred NAREIT Developed Securities World REIT Index. and as to 30% by the Wells Fargo Hybrid & Preferred Securities REIT Index. The The FTSE EPRA NAREIT Developed World World Index Index represents represents the universe the universe of real estate of real companies estate listed companies in the developed listed countries in the developed while the Wells countries Fargo while Hybrid the and Wells Preferred Fargo Securities Hybrid REIT and Index Preferred represents the universe of REIT preferred stock listed in the United States. The underlying securities of these two Securities REIT Index represents the universe of REIT preferred stock listed in the United indices represent the bulk of the Fund s investable universe and the aforementioned weightings closely States. reflect The the Fund s underlying allocation securities to each of security these type. two indices represent the bulk of the Fund s investable universe and the aforementioned weightings closely reflect the Fund s allocation 2. Blended Benchmark (hedged). The customized index is further adjusted to remove 90% of the impact of to movements each security in the type. major currency exchange rates. This currency adjustment reflects the Fund s target strategy of hedging up to 90% of its exposure to movements in the major currency exchange rates. The 2. Blended Fund is Benchmark not always 90% (hedged). hedged, but The the customized adjustment index the customized is further adjusted index is fixed to remove at 90% each 90% month. of the The impact Class A of and movements Class B units in outperformed the major currency the Blended exchange Benchmark rates. (hedged) This currency by 60 bps and adjustment 120 bps, reflects respectively, the Fund s in 2013, target and by strategy 190 bps of and hedging 410 bps, up respectively, to 90% of since its exposure inception. to The movements Class A and in Class the B units underperformed the Blended Benchmark (unhedged) by 420 bps and 360 bps, respectively, during major currency exchange rates. The Fund is not always 90% hedged, but the adjustment 2013, and since inception, the Class A Units have underperformed by 70 bps, and the Class B Units have in the customized index is fixed at 90% each month. The Class A and Class B units outperformed by 150 bps, reflecting the appreciation in the USD/Euro against the CAD during the outperformed period. the Blended Benchmark (hedged) by 60 bps and 120 bps, respectively, in 2013, and by 190 bps and 410 bps, respectively, since inception. The Class A and Class B units 3. The Fund returns are reported net of all management fees and expenses for all classes (including the underperformed costs of currency the hedging), Blended which Benchmark should be considered (unhedged) when by comparing 420 bps and the 360 Fund s bps, returns respectively, to the during Blended 2013, Benchmarks, and since which inception, does not the pay Class fees or A Units incur such have expenses. underperformed by 70 bps, and the Class B Units have outperformed by 150 bps, reflecting the appreciation in the USD/Euro against the CAD during the period. 3. The Fund returns are reported net of all management fees and expenses for all classes (including the costs of currency hedging), which should be considered when comparing the Fund s returns to the Blended Benchmarks, which does not pay fees or incur such expenses. TIMBERCREEK GLOBAL REAL ESTATE FUND Timbercreek Global Real Estate Fund Timbercreek Global Real Estate Fund 13

8 As at December 31, 2013 SUMMARY OF INVESTMENT PORTFOLIO SUMMARY OF INVESTMENT PORTFOLIO The Summary of of Investment Portfolio Portfolio may change may change due to ongoing due to ongoing portfolio transactions. portfolio transactions. Updates are available Updates are quarterly available on our quarterly website at on our website at Summary of Top 25 Holdings** Asset Class % of NAV* Timbercreek Global AMC Holdings Partnership Direct 4.3% AIMS AMP Capital Industrial REIT Common Equity 4.1% Eurocommercial Properties NV Common Equity 4.0% CFS Retail Property Trust Common Equity 3.8% AMC REIT Investor Note Direct 3.7% Vastned Retail NV Common Equity 3.7% InnVest REIT Trust Units Common Equity 3.6% Dundee International Real Estate Investment Trust Common Equity 3.6% TC Core Multi-Family 2 LP Direct 3.5% Spirit Realty Capital Inc. Common Equity 3.4% Mapletree Industrial Trust Common Equity 3.2% Timbercreek Canadian Direct LP Direct 3.1% MFA Financial Inc. Common Equity 3.1% Charter Hall Retail REIT Common Equity 3.1% Sunstone Hotel Investors Inc. - Series D Preferred Shares 3.0% Leisureworld Senior Care Corp. Common Equity 2.9% Two Harbors Investment Corp. Common Equity 2.8% DuPont Fabros Technology, Inc. - Series A Preferred Shares 2.8% Fortune REIT Common Equity 2.6% Keppel REIT Common Equity 2.5% Apollo Commercial Real Estate Finance, Inc. Series A Preferred Shares 2.5% Befimmo S.C.A. Sicafi Common Equity 2.5% Cache Logistics Trust Common Equity 2.5% Pennsylvania REIT Series A Preferred Shares 2.3% Ashford Hospitality Trust, Inc. Series D Preferred Shares 2.2% * This refers to transactional net asset value; therefore weightings presented in the Statement of Investments will differ from the ones disclosed above. ** The Summary of Top 25 Holdings includes notional value of positions held through equity swaps. By Asset Type % of NAV* Investments 97.4% Margin deposit, net 1.5% Other assets/liabilities, net 1.1% Total 100.0% By Country % of NAV* United States 51.7% Canada 25.2% Singapore 12.3% Australia 9.7% Netherlands 7.7% Japan 4.3% Hong Kong 3.9% Belgium 2.5% Britain 1.4% New Zealand 1.4% By Sector % of NAV* Mortgage 16.0% Office 15.8% Hotel 15.6% Regional Mall 13.3% Shopping Center 12.1% Industrial 9.7% Multifamily 9.7% Manufactured Home 8.1% Diversified 7.2% Health Care 6.3% Triple Net Lease 3.4% Data Center 2.8% By Asset Class % of NAV* Common Equity 76.8% Preferred Shares 23.6% Private Real Estate 19.6% TIMBERCREEK GLOBAL REAL ESTATE FUND 13 Independent Auditors Report To the Unitholders of Timbercreek Global Real Estate Fund (the Fund ) We have audited the accompanying financial statements of the Fund, which comprise the statements of net assets as at December 31, 2013 and 2012, the statements of operations, changes in net assets and cash flows for the years then ended, the statement of investment portfolio as at December 31, 2013, and notes, comprising a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian Generally Accepted Accounting Principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the net assets of Timbercreek Global Real Estate Fund as at December 31, 2013 and 2012, and its results of operations, changes in net assets and cash flows for the years then ended, in accordance with Canadian generally accepted accounting principles. Chartered Professional Accountants, Licensed Public Accountants March 19, 2014 Toronto, Canada 14 Timbercreek Global Real Estate Fund Timbercreek Global Real Estate Fund 15

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