BSE.UN BSF.UN Annual Report Semi-Annual Report. Brookfield Soundvest Funds

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1 Brascan SoundVest Brookfield Focused Soundvest Business Equity Fund Trust BSE.UN BSF.UN 2015 Annual Report 2009 Semi-Annual Report Brookfield Soundvest Funds

2 IN PROFILE Brookfield Soundvest Equity Fund (the Fund ) is managed by Brookfield Soundvest Capital Management Ltd., an affiliate of Brookfield Asset Management Inc., a global alternative asset manager focused on property, renewable energy, infrastructure, and private equity, with over US$225 billion of assets under management. The Fund s investment advisor and portfolio manager is Brookfield Soundvest Capital Management Ltd., an established investment advisor with expertise investing in a variety of asset classes for high net worth and institutional clients since BSE.UN (TSX LISTED) UNIT INFORMATION Units Outstanding (December 31, 2015): 2,241,548 Targeted 2016 Monthly Distribution: Record Date: Payment Date: $0.025 per unit per quarter ($0.10 per unit annually) Last business day of February, May, August and November On or about the 15th day of March, June, September and December CONTENTS Report to Unitholders 1 Management Report of Fund Performance 5 Financial Statements 13 Board and Management 32 Corporate Information 32

3 REPORT TO UNITHOLDERS Dear Fellow Unitholders, In this letter we will provide an overview of the returns for the worldwide markets and how this compares to the performance of the Canadian equity market. In addition, we will comment on the current status of the high yield equity sector and our expectations for this sector in the future. Also, we will explain the investment performance for the twelve month period ending December 31, 2015 and share our outlook for MARKET OVERVIEW During the twelve months ending December 31, 2015 the Canadian market provided a negative 8.3% rate of return. Both the U.S. market and world market outperformed Canada providing rates of return of 1.4% and negative 0.4%, respectively. Index 2015 ROR S&P/TSX Composite (8.3%) S&P % Dow Jones Industrial Average (2.2%) MSCI EAFE (Europe, Australasia, Far East) (0.3%) MSCI World (0.4%) Canadian High Yield Market The S&P/TSX Composite provides investors with an opportunity to generate income and enhance their total rate of return. The Canadian market, as measured by the S&P/TSX Composite, provided a dividend yield on market of 3.3% as at December 31, This compared favorably against available Government of Canada bond yields. The 10- year Government of Canada bond yield ended the year at 1.39%, down 40 basis points on a year-over-year basis. Interest rates, both domestically and internationally, remained low through 2015 and are expected to stay low for some time Annual Report 1

4 Canada s dividend yield universe is broad and diversified with six of the ten sectors within the index providing overall yields in excess of 2.0%. The Utilities and Telecom Services sectors provided the highest dividend yields at year end with yields of 5.1% and 4.6%, respectively. The Financials sector which is dominated by the big banks also provided a healthy yield, ending the year with a 4.1% yield while the Energy sector continued to provide an attractive 4.1% yield following the price decline for oil and gas stocks. Source: TD Newcrest Market Statistics & Returns The Canadian equity market as represented by the S&P/TSX Composite is dominated by three main sectors, Financials (38.3% weighting) which includes Real Estate (5.5%), Energy (18.5%) and Materials (9.5%). The three sectors combined weighting was 66.3% at year end. Source: TD Newcrest Market Statistics & Returns 2

5 FUND PERFORMANCE The Fund s investment strategy is to invest its net assets in a diversified portfolio of securities consisting primarily of common and preferred shares of Canadian issuers, income securities, including bonds and debentures, income trusts, real estate investment trusts ( REITs ), Canadian mortgage-backed securities, and cash and cash equivalents. The Fund may also invest up to 20% of the value of the Portfolio in any other security at the discretion of the Investment Advisor. For the twelve-month period ending December 31, 2015, the Fund s published net asset value per unit, which is used for purchases and redemptions, decreased 12.76%, resulting in a total return, including distributions, of negative 7.74%. During the same timeframe the S&P/TSX Composite returned a negative 8.32%. For the twelve months ended December 31, 2015, the Fund generated net realized gains of approximately $858 thousand. Sales were executed to attain desired weightings within the Fund. The greatest net gains were realized from sales, especially for the oil and gas industry, in Tricon Capital Group Inc. ($295 thousand gain), Tourmaline Oil Corp. ($160 thousand gain), Exchange Income Corp ($84 thousand gain), Vermillion Energy Inc. ($80 thousand gain), Brookfield Renewable Energy Partners ($70 thousand gain), SMART REIT ($61 thousand gain) and Whitecap Resources Inc. ($52 thousand gain) to limit the exposure in the energy industry. The gains were offset by two sales generating capital losses. The losses were realized through reducing the Fund s position in Brightpath Early Leaning ($28 thousand loss) and Crescent Point Energy ($42 thousand loss). Distributions The Fund declared and paid a distribution of $0.02 for eleven months in 2015 and for twelve months in OUTLOOK The U.S. economy remained reasonably strong during the fourth quarter and in response the Federal Reserve finally raised its federal funds rate by 25 basis points. Both household spending and business investment have been increasing. When combined with an improving employment environment and accommodative monetary policy, the U.S. remains positioned on a go-forward basis to grind out further economic progress. The Canadian economy continues to face headwinds resulting from lower energy prices, particularly in Western Canada. While housing has held up well as borrowing terms remain favorable and employment remains solid, its contribution to GDP growth is expected to decline. The weaker Canadian dollar should help mitigate the effects of lower energy prices through increased exports and a strengthening manufacturing sector. Overall, the Canadian economy should progress positively, albeit slowly, despite potential impediments. We do not know what returns the stock market will provide in any given year. What we do know is the following: buying shares at reasonable prices of companies with decent balance sheets, honest and able management who continue to grow their company s earnings, dividends and intrinsic value over time, should reward the shareholders of such companies as the years roll forward. Thank you for your continued support. Kevin Charlebois On behalf of the Manager and the Investment Advisor 2015 Annual Report 3

6 Caution Regarding Forward-Looking Statements The Report to Unitholders and Management Report of Fund Performance contain forward-looking information within the meaning of Canadian provincial securities laws. The words may, will, continue, resume and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters, identify the above mentioned and other forward-looking statements. These forward-looking statements include, among others, statements with respect to the future performance of the high yield Canadian equity market and particular market sectors, the ability and likelihood of certain companies to increase or decrease their distributable cash, acquisition trends in the equity market, the Fund s annual distribution targets and portfolio weightings, future positioning of the Fund, equity market yields and distribution levels in the future, and other statements with respect to our beliefs, outlooks, plans, expectations and intentions. Although the Manager believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on them, or any other forward-looking statements or information in these reports. The future performance and prospects of the Fund are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual results of the Fund to differ materially from those contemplated or implied by the statements in these reports include general economic conditions in Canada and elsewhere, changes in legislation including tax laws and regulations and other risks and factors described in the documents filed by the Manager with the securities regulators in Canada including under Risk Factors and other risks and factors described in the Fund s prospectus and the Fund s most recently filed Management Report of Fund Performance, Annual Information Form and other continuous disclosure documents available at or Except as required by law, the Manager undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise 4

7 MANAGEMENT REPORT OF FUND PERFORMANCE This annual Management Report of Fund Performance ( MRFP ) is intended to provide readers with the financial highlights and an assessment of the performance of Brookfield Soundvest Equity Fund (the Fund ) for the year ended December 31, 2015 (the Period ). The annual financial statements are audited and have been prepared by and are the responsibility of the Manager of the Fund. All figures in the MRFP are in Canadian dollars as at December 31, 2015, unless otherwise indicated. This annual MRFP contains financial highlights, but does not contain the complete annual financial statements of the Fund. You can obtain a copy of the annual financial statements at your request, and at no cost, by calling ; by writing to us at 100 Sparks Street, Suite 900, Ottawa, Ontario, K1P 5B7; or by visiting our website at or SEDAR at Securityholders 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. INVESTMENT OBJECTIVES AND STRATEGY The Fund s investment objectives are to provide unitholders with a stable stream of monthly distributions and maximize long-term total returns. The Fund s strategy is to invest its net assets in a diversified portfolio of securities consisting primarily of common and preferred shares of Canadian issuers, income securities, including bonds and debentures, income trusts, real estate investment trusts ( REITs ), Canadian mortgage-backed securities, and cash and cash equivalents. The Fund may also invest up to 20% of the value of the portfolio in any other security that is not otherwise prohibited at the discretion of the Investment Advisor. RISKS The risks of investing in the Fund remain as discussed in the Fund s Annual Information Form filed annually and the Joint Information Circular dated November 12, RESULTS OF OPERATIONS The Fund s net assets decreased by $3 million or 24.3%, from $12.4 million as at December 31, 2014 to $9.4 million as at December 31, This change is attributable to redemptions of $1.5 million, to investment performance (net of expenses) where a loss of $936 thousand was reported and to distributions of $548 thousand. The Fund s investment performance and unitholder activity for 2015 are discussed in more detail below. Investment Performance For the twelve-month period ending December 31, 2015, the Fund s published net asset value per unit, which is used for purchases and redemptions, decreased 12.73%, resulting in a total return, including distributions, of negative 7.74%. During the same timeframe the S&P/TSX Composite returned a negative 8.32%. For the twelve months ended December 31, 2015, the Fund generated net realized gains of approximately $858 thousand. Sales were executed to attain desired weightings within the Fund. The greatest net gains were realized from sales, especially for the oil and gas industry, in Tricon Capital Group Inc. ($295 thousand gain), Tourmaline Oil Corp. ($160 thousand gain), Exchange Income Corp ($84 thousand gain), Vermillion Energy Inc. ($80 thousand gain), Brookfield Renewable Energy Partners ($70 thousand gain), SMART REIT ($61 thousand gain) and Whitecap Resources Inc. ($52 thousand gain) to limit the exposure in the energy industry. The gains were offset by two sales generating capital losses. The losses were realized through reducing the Fund s position in Brightpath Early Leaning ($28 thousand loss) and Crescent Point Energy ($42 thousand loss). The Fund s decision to not hold any stocks in the Materials and Health Care sectors benefitted performance during the twelve months ended December 31, 2015 as the sectors materially underperformed the S&P/TSX Composite Index ( Index ). The Fund also benefitted from its overweight positions in the Consumer Discretionary and Real Estate sectors as both outperformed the overall index. The Fund benefitted from positive security selection in the 2015 Annual Report 5

8 Consumer Discretionary, Financial and Industrial sectors while security selection within the Energy sector detracted from performance during the year. Fees and Expenses Fees and expenses for the totaled $327 thousand, compared to $440 thousand for the same period in 2014, representing an annualized management expense ratio ( MER ) of 2.77% as compared to 2.63% for the year ended December 31, The MER is based on the total expenses of the Fund for the stated period (excluding brokerage commissions) and is expressed as an annualized percentage of the daily average net asset value for the period. The MER before interest expense for the years ended December 31, 2015 and 2014 was 2.77% and 2.62%, respectively. Fees and expenses for the year ended December 31, 2015 decreased as compared to the same period in 2014 in response to the decrease in net asset value for the year ended December 31, 2015 relating to the September 2015 redemption of 340,601 units. The net asset value decreased by 24.3% while expenses decreased by 25.9% for the year ended December 31, Unitholder Activity To provide liquidity, units of the Fund are listed on the TSX under the symbol BSE.UN. Under terms of the Fund s Declaration of Trust, additional liquidity is provided by way of an annual redemption program, under which the Fund s units, under certain conditions, are redeemable on the last business day of August of each year at 100% of the net asset value per unit. In 2015, 340,601 units ( ,882 units) were redeemed and cancelled for proceeds of $1.5 million ( $3.6 million) under the annual redemption program. On July 8, 2014, Brookfield Soundvest Capital Management Ltd., as Manager of the Fund, announced that the Toronto Stock Exchange had accepted its Notice of Intention to issue a normal course issuer bid ( NCIB ). The Fund has the right under the NCIB to purchase for cancellation up to 320,864 of its capital units issued and outstanding as at June 30, The NCIB commenced on July 10, 2014 and ended on July 9, Purchases made pursuant to the NCIB would be made in the open market through the facilities of the Toronto Stock Exchange. The price that the Fund would pay for any such shares would be the market price of such shares at the time of acquisition. The Manager is of the opinion that units of the Fund may have become available during the proposed purchase period at prices that would make such purchases in the best interests of the Fund and its securityholders. All units purchased by the Fund under this bid will be promptly cancelled. Under the NCIB, the Fund may not purchase in any 30-day period more than 64,300 units, representing 2% of the issued and outstanding units as at the date of acceptance of the notice of the NCIB by the TSX. No units were repurchased and cancelled under the NCIB. During 2015, the Fund provided eleven distributions of $0.02 per unit and paid out distributions that totalled $0.22 per unit or $548 thousand (2014 twelve distributions of $0.24 per unit or $721 thousand). The Fund s distributions included a return of capital of 10.2% or $0.02 per unit ( % or $0.20 per unit). Loan Facility On March 6, 2015, the 364-day revolving term credit facility available with a Canadian chartered bank bearing variable interest at prime or bankers acceptance rates was amended. The maximum draw under the facility was limited to the lower of $1.5 million, an amount not exceeding 25% of the total value of the assets in the portfolio, or the sum of 33.33% of readily marketable equity securities, 95% of government of Canada bonds and 100% of cash or equivalents. The facility is secured by a first-ranking and exclusive charge on all of the Fund s assets. Effective November 30, 2015, the Fund entered into an agreement with the National Bank Correspondent Network Inc. ( NBCN ), an indirect, wholly owned subsidiary of the National Bank of Canada. Under this agreement, the Fund has the ability to borrow money under a margin account at an interest rate of prime plus 1%. The Fund utilizes borrowings to purchase additional portfolio investments and for general Fund purposes. The loan facility was not used in 2015 or A reduction or termination in the credit facility may limit the Fund s ability to employ leverage to magnify returns. In the current environment, the Fund will seek to cautiously use leverage as deemed appropriate. 6

9 RELATED-PARTY TRANSACTIONS Brookfield Soundvest Capital Management Ltd. (the Manager and Investment Advisor ), an affiliate of Brookfield Asset Management Inc., has been the Investment Advisor to the Fund since its inception and is also the Manager of the Fund, responsible for managing all of the Fund s activities. Management fees are paid to the Manager based on terms set out in the management agreement at a rate of 0.95% per annum of the net asset value of the Fund. In addition, the Fund also pays the Manager a service fee equal to 0.40% per annum of the net asset value of the Fund. The service fee is, in turn, paid to the investment dealers based on the proportionate number of units held by clients of such dealers. During the year, management fees including taxes accrued or paid to the Manager totalled $124 thousand (December 31, $168 thousand). Service fees accrued or paid during the year totalled $42 thousand (December 31, $63 thousand). RECENT DEVELOPMENTS Accounting Policy Changes (i) Financial Instruments IFRS 9, Financial Instruments ( IFRS 9 ) was issued by IASB in July 2014 replacing the existing guidance in IAS 39, Financial Instruments: Recognition and Measurement ( IAS 39). IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted. The Fund has not yet determined the impact of IFRS 9 on its financial statements. (ii) Presentation of Financial Statements In December 2014, Disclosure Initiative was issued, which amends IAS 1 Presentation of Financial Statements. The amendments are designed to encourage entities to use professional judgment to determine what information to disclose in the financial statements and accompanying notes by clarifying guidance on materiality, presentation and note structure. These amendments are effective for annual periods beginning on or after January 1, The Fund will amend disclosures if required in the 2016 Financial Statements." Annual Report 7

10 OUTLOOK The U.S. economy remained reasonably strong during the fourth quarter and in response the Federal Reserve finally raised its federal funds rate by 25 basis points. Both household spending and business investment have been increasing. When combined with an improving employment environment and accommodative monetary policy, the U.S. remains positioned on a go-forward basis to grind out further economic progress. The Canadian economy continues to face headwinds resulting from lower energy prices, particularly in Western Canada. While housing has held up well as borrowing terms remain favorable and employment remains solid, its contribution to GDP growth is expected to decline. The weaker Canadian dollar should help mitigate the effects of lower energy prices through increased exports and a strengthening manufacturing sector. Overall, the Canadian economy should progress positively, albeit slowly, despite potential impediments. We do not know what returns the stock market will provide in any given year. What we do know is the following: buying shares at reasonable prices of companies with decent balance sheets, honest and able management who continue to grow their company s earnings, dividends and intrinsic value over time, should reward the shareholders of such companies as the years roll forward. 8

11 FINANCIAL HIGHLIGHTS The following tables provide selected key financial information about the Fund and are intended to assist readers in understanding the Fund s financial performance over the last five years. The Fund s Net Assets Per Unit Net assets beginning of period $ 4.79 $ 5.20 $ 5.04 $ 5.66 $ 5.82 Increase (decrease) from operations Total revenue Total expenses (0.13) (0.14) (0.14) (0.13) (0.13) Transaction costs (0.00) (0.00) (0.01) (0.00) (0.01) Net realized gains (losses) on sale of investments 0.34 (0.01) Net change in unrealized (losses) gains 7 (0.79) (0.10) 0.13 (0.69) (0.41) Total (decrease) increase from operations 4 (0.38) (0.02) 0.32 (0.36) 0.02 Distributions From investment income From dividend income (0.20) (0.21) (0.20) (0.09) (0.08) Return of capital (0.02) (0.03) (0.04) (0.15) (0.16) Total distributions 5 (0.22) (0.24) (0.24) (0.24) (0.24) Net assets end of period 6 $ 4.18 $ 4.79 $ 5.20 $ 5.04 $ This information is derived from the Fund s audited financial statements. The net assets per unit presented in the financial statements are the same as the net asset value calculated for fund pricing purposes. The net assets per unit for prior periods have been adjusted to reflect the reporting requirements of IFRS. 2 As at and for the twelve months ended December 31 (audited). 3 As at and for the twelve months ended December 31 (unaudited). 4 Net asset value and distributions are based on the actual number of units outstanding at the relevant time. The decrease/increase from operations is based on the weighted average number of units outstanding over the financial period. 5 Distributions were paid in cash. 6 Net assets value and distributions are based on the actual number of units outstanding at the relevant time. The decrease/increase from operations is based on the weighted average number of units outstanding over the financial period. Accordingly, totals may not sum in the above table due to the different basis for computing the per unit amounts. 7 Net change in unrealized (losses) gains and total increase (decrease) from operations for prior periods have been adjusted to reflect the reporting requirements of IFRS. The following table illustrates components of the Fund s overall return: Net investment income $ 172,289 $ 269,464 $ 411,419 $ 683,405 $ 1,082,099 Transaction costs (4,704) (11,040) (22,068) (16,111) (39,622) Net realized gains (losses) on sale of investments 858,023 (19,619) 312, ,396 1,517,662 Net change in unrealized (losses) gains 4 (1,961,485) (309,423) 464,644 (3,166,291) (2,456,739) (Loss) income from operations 3 (935,877) (70,618) 1,166,324 (1,671,601) 103,400 (Loss) income from operations per unit 3,4 (0.38) (0.02) 0.32 (0.36) 0.02 Net assets per unit 4 $ 4.18 $ 4.79 $ 5.20 $ 5.04 $ As at and for the twelve months ended December 31 (audited). 2 As at and for the twelve months ended December 31 (unaudited). 3 Net change in unrealized (losses) gains, income (loss) from operations and income (loss) from operations per unit for prior periods have been adjusted to reflect the reporting requirements of IFRS. 4 Net assets per unit for prior periods have been adjusted to reflect the reporting requirements of IFRS Annual Report 9

12 Ratios and Supplemental Data Total net asset value 3 $ 9,360,189 $ 12,360,794 $ 16,703,214 $ 19,340,984 $ 27,786,384 Number of units outstanding 2,241,548 2,582,149 3,215,031 3,838,106 4,906,741 Management expense ratio before interest expense 2.77% 2.62% 2.62% 2.22% 2.04% Management expense ratio % 2.63% 2.82% 2.38% 2.31% Management expense ratio before waivers or absorptions 2.77% 2.63% 2.82% 2.38% 2.31% Trading expense ratio % 0.07% 0.12% 0.07% 0.11% Portfolio turnover rate % 1.16% 15.67% 5.90% 5.15% Monthly distribution per unit8 $ $ $ $ $ Annualized trailing yield % 5.25% 4.85% 5.05% 4.47% Closing market price $ 3.84 $ 4.57 $ 5.20 $ 5.04 $ As at and for the twelve months ended December 31 (audited). 2 As at and for the twelve months ended December 31 (unaudited). 3 The total net asset value for prior periods have been adjusted to reflect the reporting requirements of IFRS. 4 Management expense ratio is based on total expenses (excluding commissions and other portfolio transaction costs) for the stated period and is expressed as an annualized percentage of daily average net asset value during the period. 5 The trading expense ratio represents commission costs expressed as an annualized percentage of daily average net asset value during the period. 6 The Fund s portfolio turnover rate indicates how actively the Fund s portfolio advisor manages its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year. The higher a fund s portfolio turnover rate is in a year, the greater the trading costs payable by the fund in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of the Fund. 7 Based on annualized cumulative distributions per unit and the closing market price. 8 For 2015, a distribution of $0.02 was made for eleven months whereas for the years 2011 to 2014 there were twelve months of distributions declared and paid. Management and Service Fees Pursuant to a management agreement, the Manager provides management and administrative services to the Fund, for which it is paid a management fee equal to 0.95% per annum of the net asset value of the Fund, calculated and paid monthly, plus applicable taxes. The Fund also pays to the Manager a service fee equal to 0.40% per annum of the net asset value of the Fund, calculated and paid quarterly. The service fee is, in turn, paid by the Manager to investment dealers based on the proportionate number of units held by clients of such dealers at the end of each calendar quarter. PAST PERFORMANCE The following chart and table show the past performance of the Fund and does not necessarily indicate how the Fund will perform in the future. Information up to December 31, 2009 is that of Brascan SoundVest Focused Business Trust which became Brookfield Soundvest Equity Fund concurrent with the merger of Brascan Soundvest Diversified Income Fund and Brascan Soundvest Total Return Fund into Brascan Soundvest Focused Business Trust, effective January 1, Information subsequent to 2009 represents the results for the merged entity. The information shown is based on the net asset value per unit and assumes that distributions made by the Fund in the periods shown were reinvested (at the net asset value per unit) in additional units of the Fund. Year-by-Year Returns The bar chart shows the Fund s total returns (based on net asset value per unit) and includes distributions made in each period since inception (October 17, 2005) to December 31, The chart shows, in percentage terms, how an investment held on the first day of each fiscal period would have increased or decreased by the last day of the fiscal period. '15 '14 '13 '12 '11 '10 '09 '08 '07 '06 ' % -7.7% -3.3% -6.7% -13.7% 7.9% 1.4% 10.4% 10.8% 30.7% 45.5% 10

13 Annual Compound Returns The following table shows the Fund s compound return, based on published net asset values, for the periods noted and the annual compound returns, based on net asset values, since inception and for the three-year and five-year periods ended December 31, 2015, compared with the Index Year 2 5-Year 3 Since Inception 4 Fund Net asset value (12.8%) (7.9%) (6.1%) (6.4%) (1.9%) Fund Total Return, including distributions (7.7%) (3.3%) (1.0%) 3.2% 3.3% S&P/TSX Composite Return Index (8.3%) 10.6% 4.6% 2.3% 5.0% 1 For the twelve months ended December 31 (audited). 2 Period from January 1, 2013 to December 31, Period from January 1, 2011 to December 31, For the period from inception (October 17, 2005) to December 31, SUMMARY OF INVESTMENT PORTFOLIO The summary of investment portfolio may change due to ongoing portfolio transactions of investments in the Fund. A quarterly update is available on our website at Portfolio Composition As at December 31, 2015, the Fund was invested in the following sectors in the percentages shown below: Percentage of Net Assets Percentage of Total Investment Portfolio Permitted Percentage of Total Investment Portfolio Canadian Bonds and Debentures 0.0% 0.0% 0%-100% Canadian Preferred Stocks 0.0% 0.0% 0%-100% Canadian Income Trusts (REITs) 17.7% 18.9% 0%-100% Canadian Common Stocks 67.7% 72.4% 0%-100% Limited Partnerships 8.1% 8.7% 0%-20% Total Investment Portfolio 93.5% 100.0% 100% Cash and cash equivalents 6.2% Other assets in excess of liabilities 0.3% 100.0% 1 Based on market value as at December 31, Annual Report 11

14 Top 25 Positions The top 25 positions held by the Fund as at December 31, 2015 were as follows: Number of Units Fair Value Percentage of Net Assets 28,000 Exchange Income Corporation $ 798, % 21,000 Brookfield Renewable Energy Partners LP 761, % 2,160,000 Brightpath Early Learning Inc. 691, % 26,000 First National Financial Corporation 583, % 25,000 H&R REIT 501, % 33,000 Brookfield Real Estate Services Inc. 483, % 10,000 Cineplex Inc. 475, % 37,000 Artis REIT 473, % 20,400 Inter Pipeline Limited 453, % 10,000 WSP Global Inc. 425, % 45,100 Tricon Capital Group Inc. 408, % 15,800 Parkland Fuel Corporation 367, % 12,000 Smart REIT 362, % 36,600 Whitecap Resources Inc. 331, % 10,000 Allied Properties REIT 315, % 16,400 Arc Resources Limited 273, % 7,000 Vermilion Energy Inc. 263, % 14,400 Crescent Point Energy Corporation 232, % 10,900 Bonterra Energy Corporation 187, % 6,600 Tourmaline Oil Corporation 147, % 280,000 Emera Inc. 4% Convertible, Sept 29, , % 14,900 Baytex Energy Corporation 66, % 57,700 Aveda Transportation Inc. 47, % Gabrielle Lenz Chief Financial Officer of the Manager March 21,

15 MANAGEMENT S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS The accompanying financial statements of Brookfield Soundvest Equity Fund (formerly Brascan SoundVest Focused Business Trust) (the Fund ) and other financial information have been prepared by Brookfield Soundvest Capital Management Ltd., an affiliate of Brookfield Asset Management Inc., which is responsible for their integrity and accuracy. To fulfill these responsibilities, the Fund maintains policies, procedures and systems of internal control to ensure that it s reporting practices and accounting and administrative procedures are appropriate. These policies and procedures are designed to provide a high degree of assurance that relevant and reliable financial information is produced. These financial statements have been prepared in conformity with International Financial Reporting Standards, and where appropriate, reflect estimates based on management s judgment. The financial information presented throughout this Annual Report is generally consistent with the information contained in the accompanying financial statements. The Manager, on behalf of the unitholders, has appointed the external firm Deloitte LLP as the independent auditors of the Fund. They have examined the financial statements set out on pages 16 through 31 in accordance with auditing standards generally accepted in Canada to enable them to express to the unitholders their opinion on the financial statements. Their report is set out below. Ottawa, Ontario March 21, 2016 Gabrielle Lenz Chief Financial Officer of the Manager 2015 Annual Report 13

16 Deloitte LLP Queen Street Ottawa ON K1P 5T8 Canada Tel: (613) Fax: (613) INDEPENDENT AUDITOR S REPORT To the Unitholders of Brookfield Soundvest Equity Fund We have audited the accompanying financial statements of Brookfield Soundvest Equity Fund, which comprise the statements of financial position as at December 31, 2015, and December 31, 2014, and the statements of comprehensive income, statements of changes in net assets attributable to holders of redeemable units and statements of cash flows for the years then ended, and 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 International Financial Reporting Standards, 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. Auditor's 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 the auditor's 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, the auditor considers 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. 14

17 Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Brookfield Soundvest Equity Fund as at December 31, 2015 and December 31, 2014, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Chartered Professional Accountants Licensed Public Accountants March 21, 2016 Ottawa, Ontario 2015 Annual Report 15

18 STATEMENTS OF FINANCIAL POSITION As at December 31, 2015 December 31, 2014 Assets Financial assets at fair value through profit or loss, (cost: December 31, 2015-$7,445,072; December 31, 2014-$9,097,168) $ 8,747,827 $ 12,361,408 Cash and cash equivalents (Note 8) 578,001 23,098 Distributions and interest receivable 37,866 49,161 Prepaid and other 59,379 55,657 Total assets 9,423,073 12,489,324 Liabilities Accounts payable and accrued liabilities (Note 9) 62, ,530 Total liabilities (excluding net assets attributable to holders of redeemable units) 62, ,530 Net assets attributable to holders of redeemable units $ 9,360,189 $ 12,360,794 Units outstanding (Note 11) 2,241,548 2,582,149 Net assets attributable to holders of redeemable units per unit $ 4.18 $ 4.79 The accompanying notes are an integral part of the financial statements. Approved by the Manager, by: Kevin W. Charlebois Director Jonathan Tyras Director 16

19 STATEMENTS OF COMPREHENSIVE INCOME For the twelve months ended December Income Distributions $ 484,712 $ 694,978 Net realized gains (losses) on financial assets at fair value through profit or loss (Notes 7 and 14) 858,023 (19,619) Net change in unrealized losses on financial assets at fair value through profit or loss (Note 7) (1,961,485) (309,423) Interest income 9,432 4,202 Total net (loss) income (609,318) 370,138 Expenses Management fees (Note 13) 123, ,263 Service fees (Note 13) 41,695 62,717 Accounting and administrative 40,472 40,728 Audit fees 29,986 39,985 Trustee fees 28,329 28,841 General and administrative 23,078 44,356 Custodial fees 19,007 18,707 Independent review committee fees 17,346 23,367 Transaction costs 4,704 11,040 Interest expense 6 2,570 Legal and exchange fees (1,714) 182 Total expenses 326, ,756 Decrease in net assets attributable to holders of redeemable units $ (935,877) $ (70,618) Decrease in net assets attributable to holders of redeemable units per unit 1 (Note 15) $ (0.38) $ (0.02) 1 Based on the weighted average number of units outstanding for the period (Note 11). The accompanying notes are an integral part of the financial statements Annual Report 17

20 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS For the twelve months ended December Net assets attributable to holders of redeemable units beginning of year $ 12,360,794 $ 16,703,214 Decrease in net assets attributable to holders of redeemable units (935,877) (70,618) Unitholder transactions Distributions to holders of redeemable units From net investment income (491,870) (632,777) From return of capital (55,767) (88,199) Redemption of redeemable units (1,517,091) (3,550,826) Total distributions to holders of redeemable units (2,064,728) (4,271,802) Net decrease in net assets attributable to holders of redeemable units (3,000,605) (4,342,420) Net assets attributable to holders of redeemable units end of year $ 9,360,189 $ 12,360,794 The accompanying notes are an integral part of the financial statements. STATEMENTS OF CASH FLOWS For the twelve months ended December Operating activities Decrease in net assets attributable to holders of redeemable units $ (935,877) $ (70,618) Adjustments for: Net realized (gains) losses on sale of investments (858,023) 19,619 Net change in unrealized losses on investments 1,961, ,423 Transaction costs (Note 14) 4,704 11,040 Change in non-cash operating working capital (58,073) (12,413) Purchase of investment securities (Note 14) (86,993) (99,611) Proceeds from sale of investments (Note 14) 2,592,408 4,126,724 Net cash provided by operating activities 2,619,631 4,284,164 Financing activities Distributions to holders of redeemable units (547,637) (720,976) Redemption of redeemable units (1,517,091) (3,550,826) Net cash used in financing activities (2,064,728) (4,271,802) Net increase in cash during the year 554,903 12,362 Cash and cash equivalents, beginning of year 23,098 10,736 Cash and cash equivalents, end of year $ 578,001 $ 23,098 The accompanying notes are an integral part of the financial statements. 18

21 NOTES TO THE FINANCIAL STATEMENTS December 31, REPORTING ENTITY Brookfield Soundvest Equity Fund (the Fund ) is a closed-ended fund established under the laws of the Province of Ontario and is governed by the Declaration of Trust dated September 28, 2005, as amended from time to time. The address of the Fund s registered office is 100 Sparks Street, 9 th Floor, Ottawa, Ontario, K1P 5B7. The Fund invests in a diversified portfolio consisting primarily of common and preferred shares of Canadian issuers, income securities, including bonds and debentures, income trusts, real estate investment trusts ( REITs ), Canadian mortgage-backed securities, and cash and cash equivalents. The Fund may also invest up to 20% of the value of the portfolio in any other security that is not otherwise prohibited. The manager and the investment advisor of the Fund is Brookfield Soundvest Capital Management Ltd. (the Manager and the Investment Advisor ). Computershare Trust Company of Canada is the trustee of the Fund. The Fund is authorized to issue an unlimited number of units. The Fund is listed on the Toronto Stock Exchange and effectively commenced operations on October 17, The Fund s investment objectives are to provide unitholders with a stable stream of monthly distributions and maximize long-term total return to unitholders. 2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE The annual financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) on a basis consistent with the accounting policies disclosed in the audited financial statements for the fiscal year ended December 31, The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Fund s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4. The Fund s presentation currency is the Canadian dollar, which is also the functional currency of the Fund. These financial statements were authorized for issuance by the Board of Directors of the Fund on March 21, SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these financial statements. a) Financial Instruments The Fund recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities include investments in securities, distribution and interest receivable and accounts payable and accrued liabilities. (i) Classification The Fund classifies its investments as financial assets at fair value through profit or loss. This category has two sub-categories: financial assets held for trading and financial assets designated at fair value through profit or loss at inception Annual Report 19

22 Financial assets held for trading A financial asset is classified as held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing in the near term or if on initial recognition is part of a portfolio of identifiable financial investments that are managed together and for which there is evidence of a recent actual pattern of short-term profit taking. Financial assets designated at fair value through profit or loss at inception (ii) Recognition A financial asset classified as designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on the fair value basis in accordance with the Fund s documented investment strategy. The Fund recognizes financial instruments at fair value upon initial recognition. Financial instruments measured at cost are recognized at fair value upon initial recognition plus transaction costs. Subsequent to initial recognition, changes in fair value of investments are measured at fair value through profit or loss ( FVTPL ). All other financial assets and liabilities are measured at amortized cost. Under this method, these financial assets and liabilities reflect the amount required to be received or paid, discounted, when appropriate, at the financial instrument s effective interest rate. Amortized cost approximates fair value for these financial assets and liabilities due to their short-term nature. Other financial assets and liabilities include distribution and interest receivable and accounts payable and accrued liabilities. IFRS, IAS 32 Financial Instruments: Presentation ( IAS 32 ), requires that units of a fund which include a contractual obligation for the issuer to repurchase or redeem units for cash or another financial asset and an obligation to distribute net taxable income and net realized capital gains to ensure that the Fund is not liable for income taxes be classified as financial liabilities. The Fund s units do not meet the criteria in IAS 32 for classification as equity and, therefore, have been reclassified as financial liabilities on transition to IFRS. (iii) Fair value measurement The Fund s investments are presented at fair value. Investments held that are traded in an active market through recognized public stock exchanges are valued at quoted market prices at the close of trading on the reporting date. The Fund uses the closing market price for investments where the closing price falls within that day s bidask spread. In circumstances where the closing market price does not fall within the bid-ask spread, the Manager determines the point within the bid-ask spread that is the most representative of fair value based on the specific facts and circumstances. Investments held that are not traded in an active market are valued based on the results of valuation techniques. The Fund uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques include the use of comparable recent arm s length transactions, reference to other investments that are substantially the same, discounted cash flow analysis, and those which make the maximum use of observable inputs. See Note 6 for more information about the Fund s fair value measurements. (iv) Impairment of financial assets At each reporting date the Fund assesses whether there is evidence that financial assets at amortized cost are impaired. If such evidence exists, the Fund recognizes an impairment loss as the difference between the amortized cost of the financial asset and the present value of the estimated future cash flows, discounted using the instrument s original effective interest rate. Impairment losses on financial assets at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related to an event occurring after the impairment was recognized. b) Cash and Cash Equivalents Cash and cash equivalents include deposits with banks and highly liquid financial assets with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Fund in the management of short-term commitments. 20

23 c) Income Recognition Investment transactions are recorded on the trade date. Realized gains or losses from investment transactions are recognized using the average cost of the investments. Interest income is recognized on an accrual basis using the effective interest rate. Dividends are recorded on the ex-dividend date. Distributions from income funds, including trusts and limited partnerships, are recognized on the ex-distribution date. Net realized gains or losses on the sale of investments include any net realized gains or losses from foreign currency changes. d) Income Taxes The Fund is taxed as a unit trust under the Income Tax Act (Canada). Provided that the Fund makes distributions in each year of its net taxable income and taxable net capital gains, the Fund will not generally be liable for income tax. It is the intention of the Fund to distribute all of its net taxable income and net realized capital gains on an annual basis. Accordingly, no income tax provision has been recorded. e) Foreign Currency Translation The fair value of investments and other assets and liabilities that are denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing at the reporting date. Foreign currency transactions are translated at the rate of exchange prevailing on the respective dates of such transactions. f) Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Units per Unit The increase (decrease) in net assets attributable to holders of redeemable units per unit in the statement of comprehensive income is calculated by dividing the increase (decrease) in net assets attributable to holders of redeemable units by the weighted average number of units outstanding during the period. See Note 15 for the calculation. g) Transaction Costs Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of investments, which include fees and commissions paid to agents, advisors, brokers and dealers. Transaction costs are immediately recognized in profit or loss as an expense. h) Future Changes in Accounting Policies (iii) Financial Instruments IFRS 9, Financial Instruments ( IFRS 9 ) was issued by IASB in July 2014 replacing the existing guidance in IAS 39, Financial Instruments: Recognition and Measurement ( IAS 39). IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted. The Fund has not yet determined the impact of IFRS 9 on its financial statements. (iv) Presentation of Financial Statements In December 2014, Disclosure Initiative was issued, which amends IAS 1 Presentation of Financial Statements. The amendments are designed to encourage entities to use professional judgment to determine what information to disclose in the financial statements and accompanying notes by clarifying guidance on materiality, presentation and note structure. These amendments are effective for annual periods beginning on or after January 1, The Fund will amend disclosures if required in the 2016 financial statements Annual Report 21

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