Financial Statements of LEITH WHEELER BALANCED FUND Years ended December 31, 2014 and 2013 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying financial statements of Leith Wheeler Balanced Fund (the “Fund”) have been prepared by the Manager, Leith Wheeler Investment Counsel Ltd. The Manager is responsible for the preparation and presentation of the Fund’s financial statements and the development of internal controls over the financial reporting process. The Board of Directors of the Manager is responsible for reviewing and approving the financial statements and for overseeing the Manager’s performance of its financial reporting responsibilities. The Board of Directors has approved the accompanying financial statements of the Fund. KPMG LLP, the external auditors of the Fund, were appointed by the Manager. As explained in their auditors’ report, KPMG LLP have audited the financial statements in accordance with Canadian generally accepted auditing standards to enable them to express to the unitholders their opinion on the financial statements. Their auditors’ report is included in this Annual Report. Leith Wheeler Investment Counsel Ltd. “James F. Gilliland” President and Chief Executive Officer March 25, 2015 “Cecilia Wong” Chief Financial Officer KPMG LLP PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone Fax Internet (604) 691-3000 (604) 691-3031 www.kpmg.ca INDEPENDENT AUDITORS’ REPORT To the Unitholders of Leith Wheeler Balanced Fund We have audited the accompanying financial statements of Leith Wheeler Balanced Fund, which comprise the statements of financial position as at December 31, 2014, December 31, 2013 and January 1, 2013, the statements of comprehensive income, changes in net assets attributable to holders of redeemable units and cash flows for the years ended December 31, 2014 and December 31, 2013, and notes, comprising a summary of significant accounting policies and other explanatory information. The Manager’s Responsibility for the Financial Statements The Manager 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. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform an 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 the Manager, 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. KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP. Leith Wheeler Balanced Fund Page 2 Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Leith Wheeler Balanced Fund as at December 31, 2014, December 31, 2013 and January 1, 2013, its financial performance and its cash flows, for the years ended December 31, 2014 and December 31, 2013, in accordance with International Financial Reporting Standards. Chartered Accountants March 25, 2015 Vancouver, Canada LEITH WHEELER BALANCED FUND Statements of Financial Position (expressed in $000s except for per unit amounts) Note December 31, 2014 December 31, 2013 January 1, 2013 Assets Cash $ 106 $ 177 $ 107 Balances due from brokers 216 17 - Interest and dividends receivable 237 207 160 Subscriptions receivable 217 - 168 84,293 74,499 57,391 85,069 74,900 57,826 68 16 24 162 136 120 40 37 135 270 189 279 Investments Liabilities Balances due to brokers Management fees payable 1 Redemptions payable Net assets attributable to holders of redeemable units $ 84,799 $ 74,711 $ 57,547 Net assets attributable to holders of redeemable units per unit $ 24.09 $ 23.10 $ 20.14 The accompanying notes are an integral part of these financial statements. Approved on behalf of the Board of Directors of Leith Wheeler Investment Counsel Ltd., in its capacity as Manager. “James F. Gilliland” “Jonathon D. Palfrey” Director 1 Director LEITH WHEELER BALANCED FUND Statements of Comprehensive Income (expressed in $000s except for per unit amounts) Years ended December 31, 2014 and 2013 Note Revenue: Interest for distribution purposes Dividend income Other income Changes in fair value of investments: Net realized gain (loss) Net change in unrealized appreciation (depreciation) 2014 $ Total revenue Expenses: Management fees Withholding taxes GST/HST Commissions and transaction costs 1 2 Total operating expenses Management fee distributions 1 $ Increase (decrease) in net assets attributable to holders of redeemable units from operations excluding distributions 1 770 1025 1 2,970 2,056 1,466 7,800 7,291 11,062 899 91 59 27 709 72 46 24 1,076 851 (327) Net operating expenses Distributions to holders of redeemable units: From net investment income From net realized gains on investments Management fee distributions 1,020 1,245 - 2013 (255) 749 596 6,542 10,466 (1,235) (1,782) (327) (960) (303) (255) (3,344) (1,518) Increase (decrease) in net assets attributable to holders of redeemable units $ 3,198 $ 8,948 Increase (decrease) in net assets attributable to holders of redeemable units per unit (excluding distributions) $ 1.94 $ 3.50 The accompanying notes are an integral part of these financial statements. 2 LEITH WHEELER BALANCED FUND Statements of Changes in Net Assets Attributable to Holders of Redeemable Units (expressed in $000s) Years ended December 31, 2014 and 2013 Note Balance, beginning of year 2014 $ Increase (decrease) in net assets attributable to holders of redeemable units 74,711 2013 $ 3,198 Redeemable unit transactions: Issue of redeemable units Reinvestment of distributions Redemption of redeemable units Net increase (decrease) from redeemable unit transactions 8,948 11,281 3,008 (7,399) 15,474 1,262 (8,520) 6,890 Balance, end of year $ The accompanying notes are an integral part of these financial statements. 3 84,799 57,547 8,216 $ 74,711 LEITH WHEELER BALANCED FUND Statements of Cash Flows (expressed in $000s) Years ended December 31, 2014 and 2013 Note 2014 2013 Cash provided by (used in): Operating activities: Increase (decrease) in net assets attributable to holders of redeemable units Adjustments for: Net realized (gain) loss from investments Net change in unrealized (appreciation) depreciation from investments Balances due from brokers Interest for distribution purposes Dividend income Payable to brokers Management fees payable Redemptions payable Subscriptions receivable Proceeds from sale of investments Purchases of investments Interest received Dividends received $ Financing activities: Proceeds from issue of redeemable units Payments on redemption of redeemable units Reinvestment of distributions 3,198 $ 8,948 (2,970) (1,466) (2,056) (199) (1,020) (1,245) 52 26 3 (217) 35,464 (40,232) 998 1,237 (7,800) (17) (770) (1,025) (8) 16 (98) 168 32,869 (40,711) 732 1,016 (6,961) (8,146) 11,281 (7,399) 3,008 15,474 (8,520) 1,262 6,890 8,216 Net increase (decrease) in cash (71) 70 Cash, beginning of year 177 107 Cash, end of year $ The accompanying notes are an integral part of these financial statements. 4 106 $ 177 LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (expressed in $000s) December 31, 2014 Security Coupon Rate % Maturity Par Value Fair Value Cost BONDS AND GUARANTEES Corporate Bonds and Guarantees: Alliance Pipeline Limited Partnership Alliance Pipeline Limited Partnership Alliance Pipeline Limited Partnership AltaLink LP AltaLink LP AltaLink LP American Express Canada Credit Corp. Anheuser-Busch InBev Finance Inc. Arrow Lakes Power Bank of Montreal Bank of Montreal Bank of Montreal Bank of Montreal Bank of Montreal Bank of Nova Scotia Bank of Nova Scotia Bank of Nova Scotia Bank of Nova Scotia Bank of Nova Scotia BCIMC Realty Corp. Bell Canada Bell Canada Bell Canada BRP Finance ULC Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce Canadian Real Estate Investment Trust Canadian Western Bank Capital Desjardins Inc. Choice Properties Real Estate Investment Trust Choice Properties Real Estate Investment Trust Column Canada Issuer Corp Series 2006- WEM Cominar Real Estate Investment Trust Canadian Utilities Ltd. Enbridge Gas Distribution Inc. Enbridge Gas Distribution Inc. Enbridge Gas Distribution Inc. Enbridge Inc. First Capital Realty Inc. FortisAlberta Inc. GE Capital Canada Funding Co. GE Capital Canada Funding Co. Great-West Lifeco Inc. H&R Real Estate Investment Trust Home Trust Co. HSBC Bank of Canada Hydro One Inc. Hydro One Inc. Hydro One Inc. Integrated Team Solutions PCH Partnership Manulife Bank of Canada Manufacturers Life Insurance Maritimes & Northeast Pipeline LP 7.230 5.546 6.765 3.621 3.668 3.399 2.310 2.375 5.516 6.170 3.120 3.400 3.490 2.960 6.650 2.242 2.462 2.400 2.873 2.650 3.500 3.350 3.250 5.250 2.350 2.350 4.110 2.220 3.000 3.676 2.104 5.541 3.000 4.903 4.934 4.230 4.722 1.850 1.850 4.040 4.260 3.950 4.540 2.420 4.400 6.740 4.778 2.350 2.491 6.930 2.780 5.490 2.235 2.383 4.210 6.900 30-Jun-15 $ 31-Dec-23 31-Dec-25 17-Sep-20 06-Nov-23 06-Jun-24 29-Mar-18 25-Jan-18 05-Apr-41 28-Mar-18 19-Sep-19 23-Apr-21 10-Jun-16 02-Aug-16 22-Jan-16 22-Mar-18 14-Mar-19 28-Oct-19 04-Jun-21 29-Jun-17 10-Sep-18 18-Jun-19 17-Jun-20 05-Nov-18 18-Oct-17 24-Jun-19 30-Apr-15 07-Mar-18 28-Oct-19 24-Jul-18 26-Jun-17 01-Jun-16 20-Sep-19 05-Jul-23 15-Jan-22 04-Dec-19 09-Sep-43 24-Apr-17 24-Apr-17 23-Nov-20 01-Feb-21 05-Dec-22 18-Oct-41 31-May-18 08-Feb-18 24-Nov-31 27-Jul-16 24-May-17 13-May-19 01-Jun-32 09-Oct-18 16-Jul-40 09-Dec-16 17-Oct-16 18-Nov-16 30-Nov-19 5 1 116 54 241 203 152 115 157 61 46 139 275 74 374 406 296 111 140 165 89 122 78 170 210 245 54 390 327 44 143 168 109 174 177 206 120 24 126 141 114 57 100 83 273 16 56 129 107 12 28 165 102 122 98 81 17 $ 16 128 65 257 208 152 113 157 61 52 139 284 77 382 459 292 111 140 165 89 122 80 169 227 247 54 407 323 44 142 168 121 174 185 220 120 26 126 141 123 61 98 84 275 16 72 136 107 12 37 166 113 122 98 85 21 $ 1 127 64 258 217 158 116 158 72 52 141 290 76 381 426 299 113 141 169 91 127 81 175 230 248 54 393 330 44 147 168 114 176 194 215 124 28 128 141 125 61 103 93 277 17 75 134 107 12 40 170 130 123 99 84 19 % of Net Assets LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (continued) (expressed in $000s) December 31, 2014 Security Coupon Rate % Maturity Par Value Fair Value Cost % of Net Assets BONDS AND GUARANTEES (continued) Corporate Bonds and Guarantees (continued): Maritimes & Northeast Pipeline LP Merrill Lynch Financial Assets Inc. 04-Can14 B Merrill Lynch Financial Assets Inc. 04-Can14 C Merrill Lynch Financial Assets Inc. 05-Can15 C Merrill Lynch Financial Assets Inc. 05-Can16 C Merrill Lynch Financial Assets Inc. 05-Can17 C Merrill Lynch Financial Assets Inc. 06-Can18 C National Bank of Canada North Battleford Power LP OMERS Realty Corp. Ontario School Boards Financing Corp. Plenary Humber LP Plenary Properties LTAP LP Real Estate Asset Liquidity Trust 06-2 B Rogers Communications Inc. Royal Bank of Canada Royal Bank of Canada Royal Bank of Canada Royal Bank of Canada Royal Bank of Canada Royal Bank of Canada Saputo Inc. Schooner Trust 05-4 B Schooner Trust 05-4 C Shaw Communications Inc. Spectra Energy Corp. Sun Life Financial TELUS Corp. TELUS Corp. The Toronto-Dominion Bank The Toronto-Dominion Bank The Toronto-Dominion Bank The Toronto-Dominion Bank The Toronto-Dominion Bank The Toronto-Dominion Bank Thomson Reuters Corp. TMX Group Ltd. TransCanada PipeLines Ltd. Union Gas Ltd. University of Ontario Institute of Technology Wells Fargo Canada Corp. Westcoast Energy Inc. Westcoast Energy Inc. Federal Bonds and Guarantees: Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond Canadian Government Bond 4.340 5.482 5.600 5.265 4.803 4.931 5.040 2.050 4.958 2.470 5.376 2.633 6.288 4.708 5.340 3.450 3.040 2.770 2.890 2.260 2.860 2.650 4.523 4.573 5.500 5.350 4.380 3.750 3.600 2.171 5.480 3.230 2.550 2.563 2.447 3.369 1.975 9.450 2.760 6.351 2.774 3.430 8.500 1.500 1.250 4.250 1.750 1.500 5.750 5.750 5.000 4.000 3.500 30-Nov-19 $ 12-Mar-15 12-Mar-15 12-Mar-15 12-Jul-15 12-Nov-15 12-Mar-16 11-Jan-16 31-Dec-32 12-Nov-19 25-Jun-32 18-Aug-15 31-Jan-44 12-Sep-16 22-Mar-21 29-Sep-21 17-Jul-19 11-Dec-18 11-Oct-18 12-Mar-18 04-Mar-21 26-Nov-19 12-Sep-15 12-Sep-15 07-Dec-20 27-Apr-18 02-Mar-17 17-Jan-25 26-Jan-21 02-Apr-18 02-Apr-15 24-Jul-24 22-Dec-21 24-Jun-20 02-Apr-19 23-May-19 03-Oct-16 20-Mar-18 02-Jun-21 15-Oct-34 09-Feb-17 12-Sep-24 04-Sep-18 01-Aug-15 01-Mar-15 01-Jun-41 01-Sep-19 01-Jun-23 01-Jun-29 01-Jun-33 01-Jun-37 01-Jun-41 01-Dec-45 6 102 47 98 95 122 105 112 24 64 96 58 249 90 99 80 169 108 190 85 287 440 210 228 102 123 161 152 141 134 63 505 138 141 238 314 124 89 120 139 125 108 111 11 37 106 59 45 112 272 40 157 272 1,038 $ 105 47 99 94 122 105 111 24 64 96 68 248 95 99 80 169 108 191 85 282 441 210 228 90 129 178 157 141 134 63 542 139 141 238 314 125 89 154 139 125 110 111 14 14,373 37 107 65 46 108 366 57 217 333 1,201 $ 105 47 98 96 123 107 115 24 72 97 67 250 118 103 91 173 110 195 88 290 450 212 231 103 140 178 160 145 141 64 510 142 141 241 318 128 89 146 141 148 110 112 13 14,568 37 106 65 46 110 395 61 231 361 1,303 17.2 LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (continued) (expressed in $000s) December 31, 2014 Security Coupon Rate % Maturity Par Value Fair Value Cost % of Net Assets BONDS AND GUARANTEES (continued) Federal Bonds and Guarantees (continuted): Canadian Government Bond Canada Housing Trust Canada Housing Trust Canada Housing Trust Canadian Mortgage Pools 97591051 Canadian Mortgage Pools 97537187 Canadian Mortgage Pools 97595656 Canadian Mortgage Pools 97500982 Canadian Mortgage Pools 97502444 Provincial/Municipal Bonds and Guarantees: City of Toronto Canada Municipal Finance Authority of British Columbia Municipal Finance Authority of British Columbia Province of Alberta Province of Alberta Province of British Columbia Province of British Columbia Province of Manitoba Province of New Brunswick Province of Nova Scotia Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Ontario Province of Quebec Province of Quebec Province of Quebec Province of Quebec Province of Quebec Province of Quebec Province of Saskatchewan 2.750 1.325 4.100 3.800 1.700 1.700 1.650 1.650 1.800 5.342 4.450 4.978 4.500 3.500 4.950 4.300 6.300 4.550 4.400 6.200 5.850 3.450 5.500 1.370 4.200 4.000 3.150 2.850 8.000 4.650 3.000 6.250 5.000 4.500 4.250 6.000 5.000 01-Dec-64 $ 15-Sep-16 15-Dec-18 15-Jun-21 15-Aug-17 01-Dec-17 01-Jan-18 01-Apr-18 15-Dec-18 18-Jul-27 01-Jun-20 06-Apr-25 01-Dec-40 01-Jun-31 18-Jun-40 18-Jun-42 05-Mar-31 26-Mar-37 01-Jun-42 02-Jun-31 08-Mar-33 02-Jun-45 02-Jun-18 26-Aug-19 02-Jun-20 02-Jun-21 02-Jun-22 02-Jun-23 02-Jun-26 02-Jun-41 01-Sep-23 01-Jun-32 01-Dec-41 01-Dec-20 01-Dec-21 01-Oct-29 05-Mar-37 50 665 149 177 86 154 15 29 76 39 44 31 98 177 406 34 160 218 139 233 24 502 97 633 6 319 1,549 195 200 815 323 178 245 567 364 144 232 TOTAL BONDS AND GUARANTEES $ 52 668 163 194 85 152 15 28 74 3,968 $ 56 667 164 197 87 155 15 29 77 4,162 4.9 45 49 35 107 178 460 35 181 216 162 302 32 505 114 633 7 342 1,570 192 269 921 318 207 283 620 391 186 250 8,610 26,951 45 50 35 121 189 533 41 226 258 165 326 33 519 110 634 7 355 1,638 201 301 1,011 335 250 316 645 411 193 300 9,248 27,978 10.9 33.0 435 548 373 242 1,598 410 462 749 354 1,975 2.3 36 427 463 52 1,502 1,554 1.8 CANADIAN EQUITY Consumer Discretionary: Aimia Inc. BRP Inc. Canadian Tire Corp. Ltd. Class A Hudson's Bay Co. 28,100 19,100 6,100 14,400 Consumer Staple: High Liner Foods Inc. Saputo Inc. 2,300 43,000 7 LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (continued) (expressed in $000s) December 31, 2014 Number of Holdings Security Fair Value Cost % of Net Assets CANADIAN EQUITY (continued) Energy: Calfrac Well Services Ltd. Cameco Corp. Canadian Natural Resources Ltd. Cardinal Energy Ltd. Encana Corp. Mullen Group Ltd. NuVista Energy Ltd. Prairiesky Royalty Ltd Raging River Exploration Inc. Tourmaline Oil Corp. 15,500 33,100 25,100 17,000 61,300 19,600 20,500 5,200 18,600 20,800 Financials: Bank of Nova Scotia Bank of Montreal Canadian Western Bank CI Financial Corp. Canadian Imperial Bank of Commerce Element Financial Corp. First Capital Realty Inc. Home Capital Group Inc. Industrial Alliance Insurance and Financial Services Inc. Manulife Financial Corp. National Bank of Canada Royal Bank of Canada Sun Life Financial Inc. The Toronto-Dominion Bank 14,000 1,400 8,700 21,300 9,500 29,300 15,500 17,200 3,400 44,100 4,600 20,600 17,100 34,800 Industrials: Canadian National Railway Co. Finning International Inc. Progressive Waste Solutions Toromont Industries Ltd. Westjet Airlines Ltd. 16,900 34,800 400 41,529 12,000 Information Technology: Constellation Software Inc. Open Text Corp. 2,050 10,630 Materials: Agrium Inc Capstone Mining Corp First Quantum Minerals Ltd. Labrador Iron Ore Royalty Corp. Teck Resources Ltd. Class B 700 33,900 33,200 12,800 28,600 Utilities: Brookfield Infrastructure Partners LP Superior Plus Corp. 23,742 20,700 TOTAL CANADIAN EQUITY 8 $ 180 662 913 264 1,476 470 174 173 123 663 5,098 $ 155 631 902 230 991 418 152 159 136 804 4,578 5.4 620 114 224 710 878 386 274 461 131 717 166 969 652 984 7,286 928 115 285 688 948 414 289 825 151 978 227 1,653 717 1,933 10,151 12.0 497 738 11 297 210 1,753 1,352 878 14 1,184 401 3,829 4.5 123 519 642 708 719 1,427 1.7 70 91 639 408 1,015 2,223 77 69 548 238 454 1,386 1.6 770 221 991 20,054 1,155 249 1,404 26,304 1.6 30.9 LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (continued) (in thousands) December 31, 2014 Number of Holdings Security Fair Value Cost % of Net Assets FOREIGN EQUITY Consumer Discretionary: Bed Bath & Beyond Inc. Carnival Corp. Gannett Co. Inc. Gentex Corp. Lennar Corp. Class B Mattel, Inc. Walt Disney Co. 500 9,900 17,500 2,200 1,200 4,100 1,400 Consumer Staple: Coca-Cola Co. Procter & Gamble Co. Sysco Corp. Walgreens Boots Alliance, Inc. 8,800 6,200 8,700 3,600 Energy: Apache Corp. Denbury Resources Inc. Nabors Industries Ltd. Tidewater Inc. World Fuel Services Corp. 8,000 33,200 6,900 7,800 1,200 Financials: American Express Co. Berkshire Hathaway Inc. Class B Cullen/Frost Bankers Inc. Markel Corp. Valley National Bank Corp Washington Federal Inc. Wells Fargo & Co. Westamerica Bancorporation 800 3,800 1,800 1,280 22,600 17,200 13,200 1,900 Health Care: Becton Dickinson and Co. Covidien PLC Dentsply International Inc. Johnson & Johnson Merck & Co. Inc. Pfizer Inc. 1,900 300 2,200 4,600 4,600 11,100 Industrials: 3M Co. Carlisle Companies Inc. General Dynamics Corp. Granite Construction Inc. Heartland Express Inc. Jacobs Engineering Group Inc. Rockwell Collins Inc. United Technologies Corp. 3,100 1,400 800 4,200 4,400 3,100 1,000 1,700 Information Technology: Altera Corp. Flir Systems Inc. Google Inc. Class A Google Inc. Class C 5,700 6,200 149 131 9 $ 34 406 567 37 32 149 58 1,283 $ 44 521 649 92 50 147 153 1,656 2.0 247 410 265 121 1,043 431 655 401 318 1,805 2.1 672 487 155 383 53 1,750 582 313 104 293 65 1,357 1.6 30 292 104 526 243 350 416 95 2,056 86 662 148 1,014 255 442 839 108 3,554 4.2 142 20 82 313 189 266 1,012 307 36 136 558 303 401 1,741 2.1 259 96 54 127 69 169 70 147 991 591 147 128 185 138 161 98 226 1,674 2.0 192 169 84 0 244 232 92 80 LEITH WHEELER BALANCED FUND Schedule of Investment Portfolio (continued) (expressed in $000s) December 31, 2014 Number of Holdings Security Fair Value Cost % of Net Assets FOREIGN EQUITY (continued) Information Technology (continued): Intel Corp. Microsoft Corp. 9,000 8,400 International Fund: Leith Wheeler International Equity Plus Fund, Series A $ 1,415,964 Materials: Bemis Co. Inc. 3,100 Utilities: MDU Resources Group Inc. 13,500 TOTAL FOREIGN EQUITY MONEY MARKET SECURITIES TRANSACTION COSTS 205 236 886 $ 379 453 1,480 1.7 13,139 13,139 13,372 13,372 15.8 95 95 163 163 0.2 309 309 22,564 367 367 27,169 0.4 32.1 2,842 2,842 3.4 84,293 99.4 506 0.6 84,799 100.0 (18) $ TOTAL INVESTMENT PORTFOLIO OTHER ASSETS LESS LIABILITIES NET ASSETS The accompanying notes are an integral part of these financial statements. 10 72,393 $ LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 The Leith Wheeler Balanced Fund (the “Fund”) has one class of units outstanding with no series. Please read all references to series in these financial statements as class. The Fund Specific Information contained herein should be read in conjunction with the “Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds” beginning after the “Notes to Financial Statements - Fund Specific Information”. 1. Management fees and expenses: Management fees are calculated at a maximum of 1.10% per annum, before GST/HST, of the daily Net Asset Value of the Fund. Management fee distributions for the year ended December 31, 2014 were approximately $327,000 (2013 - $255,000). 2. Withholding tax and other income taxes: Certain dividends and interest income received by the Fund are subject to withholding tax imposed in the country of origin. During the year, the average withholding tax rate was 15% (2013 - 14%). The Fund has capital losses of nil (2013 - nil) available for utilization against capital gains in future years. The Fund has non-capital losses of nil (2013 - nil) available for utilization against net realized capital gains or noncapital gains in future years. 3. Redeemable units: The redeemable unit transactions for the Fund during the years ended December 31, 2014 and 2013, are as follows: Outstanding units at beginning of year Purchased during the year Reinvested distributions 3,234 2,858 469 711 124 57 2014 2013 4. Redeemed during the year (306) (392) Outstanding units at end of year 3,521 3,234 Financial risk management: The investment objective of the Fund is to provide investors with a relatively stable, superior long-term rate of return, through a balanced portfolio of common shares and fixed income securities. For a comprehensive discussion of the risks applicable to the Fund refer to note 6 under the “General Information related to all Leith Wheeler Investment Funds”. Financial risks applicable to the Fund are discussed in more detail below. 11 LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 4. Financial risk management (continued): (a) Credit risk: The majority of the credit risk to which the Fund is exposed is concentrated in debt securities. Credit risk arising from other financial instruments is not considered significant. At December 31, 2014 and December 31 2013, the Fund was invested in debt securities with the following credit quality: Rating: AAA AA A BBB Total 2014 2013 20.0% 38.0% 29.7% 12.3% 21.5% 34.5% 34.7% 9.3% 100.0% 100.0% Credit ratings are obtained from Standard & Poor's, Moody's, Fitch and/or Dominion Bond Rating Services. Where one or more rating is obtained for a security, the most common rating has been used. (b) Liquidity risk: The Fund’s redeemable units are due on demand. The Fund’s remaining liabilities are due within twelve months of the period-end of the Fund. (c) Market risk: (i) Interest rate risk: The table below summarizes the Fund’s exposure to interest rate risk by remaining term to maturity as at: Term to maturity 2014 % of total debt securities 2013 % of total debt securities Less than 1 year 1 - 5 years 5 - 10 years > 10 years 7.1% 35.1% 28.1% 29.7% 1.9% 44.0% 27.3% 26.8% 100.0% 100.0% Total debt securities The Manager has determined that a fluctuation in interest rates of 100 basis points is reasonably possible, considering the economic environment in which the Fund operates. As at December 31, 2014 and 2013, had interest rates increased or decreased by 100 basis points, with all other factors remaining constant, net assets attributable to redeemable units would have increased or decreased by approximately $1,988,000 and $1,580,000, respectively. In practice, actual results may differ from this sensitivity analysis and the difference could be material. 12 LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 4. Financial risk management (continued): (c) Market risk: (continued) (ii) Currency risk: At the reporting date, the carrying value of the Fund’s net financial assets and financial liabilities held in individual foreign currencies expressed in Canadian dollars and as a percentage of its net assets were as follows: Currency exposure December 31, December 31, 2014 2013 Percentage of net assets December 31, December 31, 2014 2013 US Dollar Euro British Pound Japanese Yen Swiss Franc Hong Kong Dollar Brazilian Real Netherland Antillean Guilder Cayman Islands Dollar Indian Rupee Danish Krone Jersey Pound Swedish Krona South Korean Won Chinese Yuan Renminbi Russian Ruble New Taiwan Dollar Columbian Peso Mexican Peso Indonesian Rupiah $ 13,181 3,673 2,325 1,049 1,027 913 542 472 383 361 309 269 264 130 - $ 12,835 4,049 1,847 1,284 1,235 432 385 122 423 758 218 180 166 91 39 15.5% 4.3% 2.7% 1.2% 1.2% 1.1% 0.6% 0.6% 0.5% 0.4% 0.4% 0.3% 0.3% 0.2% - 17.2% 5.4% 2.4% 1.7% 1.7% 0.6% 0.5% 0.2% 0.6% 1.0% 0.3% 0.2% 0.2% 0.1% 0.1% Total $ 24,898 $ 24,064 29.4% 32.2% As at December 31, 2014 and 2013, had the Canadian dollar strengthened or weakened by 1% in relation to all foreign currencies, with all other factors remaining constant, net assets attributable to redeemable units would have increased or decreased by approximately $248,000 and $241,000, respectively. In practice, actual results may differ from this sensitivity analysis and the difference could be material. (iii) Other price risk: For this Fund, the most significant exposure to other price risk arises from its investment in equity securities, both directly and indirectly through holdings in underlying investment funds. As at December 31, 2014 and 2013, had the relevant benchmark/broad-based indices increased or decreased by 5%, with all other variables held constant, the net assets attributable to holders of redeemable units would have increased or decreased by approximately $2,674,000 and $3,724,000, respectively. In practice, actual results may differ from this sensitivity analysis and these differences could be material. 13 LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 5. Fair value of financial instruments: For a general discussion of the Fund’s fair value measurements, refer to note 7 under the “General Information related to all Leith Wheeler Investment Funds”. (a) Fair value hierarchy - financial instruments measured at fair value: The table below analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which the fair value measurement is categorized. The amounts are based on the values recognized in the statement of financial position. All fair value measurements below are recurring. December 31, 2014 Short Term Notes Bonds (including Mortgage Backed Securities) Equities - Long Investment Fund units Level 1 $ $ 40,101 13,372 $ December 31, 2013 Short Term Notes Bonds (including Mortgage Backed Securities) Equities - Long Investment Fund units - Level 2 53,473 - $ 48,175 30,820 $ 2,295 $ 26,324 $ - $ - $ - 84,293 Total $ $ 2,842 27,978 40,101 13,372 Level 3 24,029 $ - Total - Level 2 36,059 12,116 $ $ 27,978 - Level 1 $ 2,842 Level 3 2,295 24,029 36,059 12,116 $ 74,499 During the year, there were no transfers of financial instruments between the three levels (2013 - nil). 14 LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 6. Involvement with structured entities: The table below describes the types of structured entities that in which the Fund holds an interest. Entity Nature and purpose Interest held by the Fund Investment Funds To manage assets on behalf of third party investors and generate fees for the investment manager. Investment in units issued by the underlying investment funds. These vehicles are financed through the issue of units to investors. The table below sets out interests held by the Fund in structured entities. The maximum exposure to loss is the carrying amount of the investment in the underlying funds held. December 31, 2014 Number of investee funds held Investment fund holding Underlying Fund Leith Wheeler International Equity Plus Fund, Series A 1 Total net assets of investee funds $ Carrying amount included in investments 15,693 $ 13,372 Principal place of business Country of Domicile Ownership interest Carrying amount included in investments in statement of financial position Canada Canada 85.2% 13,372 Number of investee funds held Total net assets of investee funds Carrying amount included in investments December 31, 2013 Investment fund holding Underlying Fund Leith Wheeler International Equity Plus Fund, Series A 1 Principal place of business Country of Domicile Canada Canada 15 $ 14,539 Ownership interest $ 12,116 Carrying amount included in investments in statement of financial position 83.3% 12,116 LEITH WHEELER BALANCED FUND Notes to Financial Statements - Fund Specific Information (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 6. Involvement with structured entities (continued): During 2014 and 2013, the Fund did not provide financial support to this structured entity and has no intention of providing financial or other support. The Fund can redeem its units in the above investment fund at any time, subject to their being sufficient liquidity in the underlying fund. 7. Related party transactions: At December 31, 2014, the Fund owned 1,415,964 Series A units (2013 - 1,294,380) of the Leith Wheeler International Equity Plus Fund, which is a fund under common management. During the year, the Fund earned approximately $292,000 in dividend income (2013 - $201,000), $13,000 in interest income (2013 - $2,000), and nil in capital gains (2013 - nil) on that investment. No additional management fees are paid by the Fund to the Manager in respect of holding units of this underlying investment fund. 16 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 1. Reporting entity: The Leith Wheeler Investment Funds (individually, a “Fund” and collectively, the “Funds”) consist of: Fund Inception Leith Wheeler Balanced Fund Leith Wheeler Canadian Dividend Fund Leith Wheeler Canadian Equity Fund Leith Wheeler Corporate Fixed Income Fund Leith Wheeler Fixed Income Fund Leith Wheeler Income Advantage Fund Leith Wheeler International Equity Plus Fund Leith Wheeler Money Market Fund Leith Wheeler U.S. Equity Fund September 22, 1987 December 21, 2010 April 27, 1994 May 29, 2014 April 27, 1994 December 21, 2010 October 31, 2007 April 27, 1994 April 27, 1994 The Funds were established under the laws of British Columbia pursuant to various trust indentures between Leith Wheeler Investment Counsel Ltd., as manager (the “Manager”), and Canada Trust Company, as trustee. The Funds’ trustee is CIBC Mellon Trust Company and the Funds’ custodian is the Canadian Imperial Bank of Commerce. The trust indentures for all the above Funds, with the exception of the Leith Wheeler Balanced Fund, allow for an unlimited number of series and an unlimited number of units of each series. Currently authorized series of units are as follows: Series A units do not carry any management fees and are available to investors that satisfy certain criteria related to the nature of the investors and certain other matters as established by the Manager; Series B units carry a management fee and are available to all other investors. In all other respects the two series are equal. The Balanced Fund has only one class of units outstanding with no series. The Leith Wheeler Money Market Fund only has Series B units outstanding. All other remaining Funds have Series A and Series B units outstanding. The information provided in these financial statements and notes thereto is for the years ended and December 31, 2014 and 2013. In the year a Fund or series is established, “period” represents the period from inception to December 31 of that fiscal year. The general information related to all Funds presented here should be read in conjunction with each respective Fund’s “Notes to Financial Statements - Fund Specific Information”. The Funds are unit trusts domiciled in Canada. The address of the Funds’ registered office is at 1500 - 400 Burrard Street, Vancouver B.C., V6C 3A6. 17 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 2. Basis of preparation: (a) Statement of compliance: The financial statements of the Funds have been prepared in compliance with International Financial Reporting Standards (“IFRS”). This is the first time that the Funds have prepared their financial statements in accordance with IFRS, and IFRS 1 (First - Time Adoption of International Financial Reporting Standards) has been applied. The Funds previously prepared financial statements in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”). Details of transition from Canadian GAAP to IFRS are provided in note 8. The financial statements were authorized for issue by the Manager on March 25, 2015. (b) Basis of measurement: The financial statements have been prepared on a historical cost basis except for investments and derivatives, which are measured at fair value. (c) Functional and presentation currency: These financial statements are presented in Canadian dollars, which are the Funds’ functional currency. (d) Use of estimates and judgment: The preparation of financial statements in conformity with IFRS requires the Manager to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimates are revised and in any future period affected. 3. Significant accounting policies: The accounting policies set out below have been applied consistently to all periods presented in these financial statements. (a) Financial instruments: (i) Recognition and measurement: Financial instruments are required to be classified into one of the following categories: held-fortrading, fair value through profit or loss (“FVTPL”), available-for-sale, loans and receivables, assets held-to-maturity, and other financial liabilities. All financial instruments are measured at fair value on initial recognition. Measurement in subsequent periods depends on the classification of the financial instrument. Transaction costs are included in the initial carrying amount of financial instruments except for financial instruments classified as held-for-trading or fair value through profit or loss in which case transaction costs are expensed as incurred. 18 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 3. Significant accounting policies (continued): (a) Financial instruments (continued): (i) Recognition and measurement (continued): Financial assets and financial liabilities held for trading or at fair value through profit or loss are recognized initially on the trade date, which is the date on which the Funds become a party to the contractual provisions of the instrument. Other financial assets and financial liabilities are recognized on the date on which they are originated. The Funds derecognize a financial liability when its contractual obligations are discharged, cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the statement of net assets only when the Funds have a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. The Funds have not classified any financial instruments as available-for-sale or assets held to maturity. (ii) Held-for-trading and fair value through profit and loss: Financial instruments classified as held-for-trading or FVTPL are subsequently measured at fair value at each reporting period with changes in fair value recognized in the statement of comprehensive income in the period in which they occur. The Funds’ derivative financial assets and derivative financial liabilities are classified as held-for-trading. The Funds’ investments in securities are designated as FVTPL. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and marketable securities) are based on quoted market prices at the close of trading on the reporting date. The Funds use the last traded market price for both financial assets and financial liabilities where the last traded price falls within that day’s bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, the Manager determines the point within the bid-ask spread that is most representative of fair value based on the specific facts and circumstances. The Funds’ policy is to recognize transfers into and out of the fair value hierarchy levels as of the date of the event or change in circumstances giving rise to the transfer. The fair value of financial assets and liabilities that are not traded in an active market, including nonpublicly traded derivative instruments, is determined using valuation techniques. Valuation techniques also include the use of comparable recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and others commonly used by market participants and which make the maximum use of observable inputs. Should the value of the financial asset or liability, in the opinion of the Manager, be inaccurate, unreliable or not readily available, the fair value is estimated on the basis of the most recently reported information of a similar financial asset or liability. 19 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 3. Significant accounting policies (continued): (a) Financial instruments (continued): (iii) Loans and receivables: Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent measurement of loans and receivables is at amortized cost, less any impairment losses. The Funds classify cash, subscriptions receivable, balances due from brokers, and interest and dividends receivable, as loans and receivables. (iv) Other financial liabilities: Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost. The Fund’s other financial liabilities are comprised of redemptions payable, balances due to brokers, management fees payable, due to manager, accounts payable and distributions payable. (b) Redeemable units: The Funds classify financial instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. The redeemable units, which are classified as financial liabilities at FVTPL and measured at redemption amount, provide investors with the right to require redemption, subject to available liquidity, for cash at a unit price based on the Funds’ valuation policies at each redemption date. Distributions to holders of redeemable units are recognized in comprehensive income when they are authorized and no longer at the discretion of the Manager. (c) Increase (decrease) in net assets attributable to holders of redeemable units per unit (excluding distributions): The increase (decrease) in net assets attributable to holders of redeemable units per unit (excluding distributions) is calculated by dividing the increase (decrease) in net assets attributable to holders of redeemable units, prior to the deduction of distributions recognized in comprehensive income, by the weighted average number of units outstanding during the year. (d) Foreign exchange: The financial statements of the Funds are denominated in Canadian dollars. Foreign denominated investments and other foreign denominated assets and liabilities are translated into Canadian dollars using the exchange rates prevailing on each valuation date. Purchases and sales of investments, as well as income and expense transactions denominated in foreign currencies, are translated using exchange rates prevailing on the date of the transaction. Foreign currency gains and losses are recognized in the statement of comprehensive income. 20 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 3. Significant accounting policies (continued): (e) Income recognition: Interest for distribution purposes shown on the statement of comprehensive income represents the coupon interest received by the Funds accounted for on an accrual basis. The Funds do not amortize premiums paid or discounts received on the purchase of fixed and variable income securities except for zero coupon bonds which are amortized on a straight-line basis. Dividend income is recognized on the date that the right to receive payment is established, which for quoted equity securities is usually the exdividend date. Income and capital gains distributions from pooled fund investments are recorded at the distribution date and maintain the same classification. Portfolio transactions are recorded on the trade date. Realized gains and losses arising from the sale of investments and unrealized appreciation/depreciation in investments are determined on the average cost basis of the respective investments. Average cost does not include amortization of premiums or discounts on fixed income securities with the exception of zero coupon bonds. (f) Income taxes: The Funds qualify as unit trusts under the Income Tax Act (Canada). All of the Funds’ net income for tax purposes and net capital gains realized in any period are required to be distributed to unitholders such that no income tax is payable by the Funds. As a result, the Funds do not record income taxes. Net capital losses are available to be carried forward indefinitely and applied against future net realized capital gains. Non-capital losses may be carried forward up to 20 years to reduce future taxable income (g) New standards and interpretations not yet adopted: A number of new standards, amendments to standards and interpretations are not yet effective for year ended December 31, 2014, and have not been applied in preparing these financial statements. None of these will have a significant effect on the financial statement of the Funds, with the possible exception of IFRS 9, Financial Instruments. IFRS 9 deals with recognition, derecognition, classification and measurement of financial statements and its requirements and represent a significant change from the existing requirements in IAS 39, Financial Instruments: Recognition and Measurement, in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortized cost and fair value. A financial asset would be measured at amortized cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset’s contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of heldto-maturity, available-for-sale and loans and receivables. The standard is effective for annual periods beginning on or after January 1, 2018. The Funds intend to adopt IFRS 9 in their financial statements for the annual period beginning on January 1, 2018. The Funds’ Manager is currently in the process of evaluating the potential effect of this standard. The standard is not expected to have a significant impact on the financial statements since the Funds’ financial assets are currently measured at fair value or amortized cost. 21 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 4. Related party transactions: (a) Management fees: The Manager is paid a management fee by the Funds, calculated daily and paid quarterly, as compensation for its services. No management fees are paid by the Funds with respect to Series A units. Series A unitholders pay a negotiated fee directly to the Manager outside of the Fund for investment management services. (b) Operating expenses: The Manager is also entitled to reimbursement of reasonable operating expenses incurred on behalf of the Fund in connection with charges made for registry and transfer agency services, dividend and distribution crediting services, services required in connection with the provision of information and reports to unitholders and holding unitholders’ meetings, interest expense, accounting, audit, recordkeeping and legal fees, and custodian and safekeeping charges. The Funds pay brokerage commissions and taxes. The Manager has at times absorbed certain expenses incurred on behalf of the Funds, in which case such amounts are shown as a deduction from expenses in the respective Fund’s statement of comprehensive income. The Manager is under no legal obligation to continue these arrangements, and may terminate them at any time. 5. Capital management: The redeemable units issued by the Funds represent the capital of the Funds. The Funds are not subject to any internally or externally imposed restrictions on its capital. The Funds’ objectives in managing the redeemable units are to ensure a stable base to maximize returns to all investors, and to manage liquidity risk arising from redemptions. 6. Financial risk management: The following is a general discussion of the financial risks to which the Funds are exposed. Refer to the discussion on financial risk management (note 4) in the Fund Specific Information following each Fund’s financial statements for information specific to the respective Fund. Risk management framework: The Funds use financial instruments in order to achieve their respective investment objectives. The Funds’ investments are presented in each Fund’s respective schedule of investment portfolio, which groups securities by asset type, geographic region and/or market segment. The use of financial instruments subjects the Funds to a variety of financial instrument risks. The Funds’ risk management practices include setting investment policies to limit exposures to financial instrument risks and employing experienced and professional investment advisors to invest the Funds’ capital in securities within the constraints of investment policies. The Manager regularly monitors the Funds advisors’ performance and compliance with the investment policies. 22 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 6. Financial risk management (continued): The significant financial instrument risks, to which the Funds are exposed, along with the specific risk management practices related to those risks, are discussed below. (a) Credit risk: Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Fund, resulting in a financial loss to the Fund. It arises principally from debt securities held, and from derivative financial assets, cash and cash equivalents, and other receivables due to the Fund. The carrying value of these financial instruments as recorded in the statements of financial position reflects the Fund’s maximum exposure to credit risk. The risk management strategy for the Funds is to invest primarily in debt obligations of high credit quality issuers and to limit the amount of credit exposure with respect to any one corporate issuer. Credit risk is mitigated by investing primarily in rated instruments. The Funds receive daily rating updates, which are reviewed accordingly. Credit risk is monitored on a daily basis by the Manager in accordance with the Funds’ investment policies. If the credit risk is not in accordance with the investment policy or guidelines of the Fund, then the Manager is obliged to rebalance the portfolio as soon as practicable. The Funds’ activities may give rise to settlement risk. Settlement risk is the risk of loss due to the failure of an entity to honor its obligations to deliver cash, securities, or other assets as contractually agreed. For the majority of transactions, the Funds mitigate this risk by conducting settlements through a broker to ensure that a trade is settled only when both parties have fulfilled their contractual settlement obligations. (b) Liquidity risk: Liquidity risk is the risk that the Funds will encounter difficulty in meeting the obligations associated with their financial liabilities that are settled by delivering cash or another financial asset. The Funds’ policy and the Manager’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, including estimated redemptions of units, without incurring unacceptable losses or risking damage to the Funds’ reputation. The Funds’ prospectus provides for the daily cash redemptions of redeemable units and the Funds are therefore exposed to the liquidity risk of meeting unitholder redemptions at any time. Liquidity risk is managed by investing the majority of a Funds’ assets in investments that are traded in an active market and can be readily disposed. In addition, the Funds retain sufficient cash and cash equivalent positions to maintain liquidity. The Funds are also subject to the requirements of Nl 81-102, where each respective Fund shall not purchase an illiquid asset if, immediately after the purchase, more than 10 percent of the net assets of that particular Fund, taken at market value at the time of purchase, would consist of illiquid assets. 23 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 6. Financial risk management (continued): (c) Market risk: Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Funds’ income or the fair value of their holdings of financial instruments. The Funds’ market risk is managed on a daily basis by the Manager in accordance with the policies and procedures in place. (i) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of interest-bearing financial instruments will fluctuate as a result of changes in market interest rates. In general, as interest rates rise, the fair value of interest bearing financial instruments will fall. Financial instruments with a longer term to maturity will generally have a higher interest rate risk. Interest rate risk management practices include setting target durations based on the appropriate benchmark indices and monitoring the Funds’ durations relative to the benchmarks. If interest rates are anticipated to rise, the Funds’ durations can be shortened to limit potential losses. Conversely, if interest rates are anticipated to fall, the durations can be lengthened to increase potential gains. (ii) Currency risk: Currency risk is the risk that the value of investments denominated in currencies, other than the functional currency of a Fund, will fluctuate due to changes in foreign exchange rates. Equities in foreign markets are exposed to currency risk as the prices denominated in foreign currencies are converted to a Fund’s functional currency in determining fair value. (iii) Other price risk: Other price risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment or its issuer, or factors affecting all instruments traded in the market. Other price risk is moderated by the Manager through a careful selection of securities within specified limits and the Funds’ price risk is managed through diversification of the respective Fund. The Manager monitors the Funds’ overall market positions on a daily basis and positions are maintained within established ranges. 24 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 7. Fair value of financial instruments: (a) Valuation models: The Funds measure fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. Level 1: inputs that are quoted market prices (unadjusted) in active markets for identical instruments. Level 2: inputs other than quoted prices included within Level 1 that are observable either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3: inputs that are unobservable. The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. Observable prices and model inputs are usually available in the market for listed debt and equity securities, and exchange-traded derivatives, such as futures. The availability of observable market prices and model inputs reduces the need for management judgment and estimation and reduces the uncertainty associated with the determination of fair values. Where observable market prices and model inputs are not available, the Funds determine fair values using other valuation techniques. The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The Funds equity positions are classified as Level 1 when the security is actively traded and a reliable quoted market price is observable. Investments in securities of another investment funds are classified as Level 1 when the investment fund is actively traded and a reliable price is observable. Bonds and other debt securities are valued based on a matrix pricing process using multiple dealer quotations or alternative pricing sources supported by observable inputs and are classified within Level 2. Short-term investments and money market securities are classified as Level 2 as these instruments are valued at amortized cost, which approximates their fair value. The Funds’ net assets attributable to holders of redeemable units are classified as Level 2 since the carrying amount approximates fair value as the units are measured as the redemption amount. Refer to the fair value of financial instruments (note 5) in the Fund Specific Information following each Fund’s respective financial statements for further discussion of the respective Fund’s fair value measurements. (b) Financial instruments not measured at fair value: The carrying value of cash, subscriptions receivable, balances due from brokers, interest and dividends receivable, redemptions payable, balances due to brokers, management fees payable, due to Manager, accounts payable, and distributions payable, approximates their fair value given their short-term nature. These financial instruments are classified as Level 2 in the fair value hierarchy because while prices are available, there is no active market for these instruments. 25 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 8. Transition to IFRS: Other than the Leith Wheeler Corporate Fixed Income Fund, which commenced operations in 2014 and accordingly has applied IFRS consistently since commencement, the Funds previously prepared financial statements in accordance with Canadian GAAP. The nature and the effect of the Funds’ transition from Canadian GAAP to IFRS is summarized below. (a) Transition elections: The only voluntary exemption adopted by the Funds upon transition was the ability to designate a financial asset or financial liability at FVTPL upon transition to IFRS. All financial assets designated at FVTPL upon transition were previously carried at fair value under Canadian GAAP as required by Accounting Guideline 18, Investment Companies, accordingly no adjustments to measurement were required. (b) Statements of cash flows: Under Canadian GAAP, the Funds were exempt from providing statements of cash flows. IAS 1 requires that a complete set of financial statements include a statement of cash flows for the current and comparative periods, without exception. As a result, the Funds have presented the required statements of cash flows. (c) Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS: December 31, 2013 Equity January 1, 2013 Leith Wheeler Balanced Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 74,684 27 $ 57,503 44 Net assets attributable to holders of redeemable units $ 74,711 $ 57,547 Leith Wheeler Canadian Dividend Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 51,322 101 $ 28,559 56 Net assets attributable to holders of redeemable units $ 51,423 $ 28,615 26 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 8. Transition to IFRS (continued): (c) Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS (continued): Equity December 31, 2013 January 1, 2013 Leith Wheeler Canadian Equity Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 1,919,633 2,068 $ 1,480,798 3,539 Net assets attributable to holders of redeemable units $ 1,921,701 $ 1,484,337 Leith Wheeler Fixed Income Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 258,646 - $ 324,996 - Net assets attributable to holders of redeemable units $ 258,646 $ 324,996 Leith Wheeler Income Advantage Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 55,920 12 $ 37,862 9 Net assets attributable to holders of redeemable units $ 55,932 $ 37,871 Leith Wheeler International Equity Plus Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 14,527 12 $ 10,663 39 Net assets attributable to holders of redeemable units $ 14,539 $ 10,702 Leith Wheeler Money Market Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 28,896 - $ 30,050 - Net assets attributable to holders of redeemable units $ 28,896 $ 30,050 Leith Wheeler U.S. Equity Fund: Equity as reported under Canadian GAAP Revaluation of investments at FVTPL (refer to note (e) below) $ 238,059 24 $ 151,512 (27) Net assets attributable to holders of redeemable units $ 238,083 $ 151,485 27 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 8. Transition to IFRS (continued): (c) Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS (continued): Year ended December 31, 2013 Comprehensive income Leith Wheeler Balanced Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) $ (1,263) (17) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler Canadian Dividend Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler Canadian Equity Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler Fixed Income Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler Income Advantage Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units 28 10,228 $ 8,948 $ 8,879 (3,704) 45 $ 5,220 $ 382,952 (82,790) (1,471) $ 298,691 $ (2,564) (11,491) - $ (14,055) $ 3,996 (2,183) 3 $ 1,816 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 8. Transition to IFRS (continued): (c) Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS (continued): Year ended December 31, 2013 Comprehensive income Leith Wheeler International Equity Plus Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler Money Market Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units Leith Wheeler U.S. Equity Fund: Comprehensive income as reported under Canadian GAAP Reclassification of distributions to holders of redeemable units to comprehensive income (refer to note (d) below) Revaluation of investments at FVTPL (refer to note (e) below) Increase (decrease) in net assets attributable to holders of redeemable units $ 2,759 (220) (27) $ 2,512 $ 98 (98) - $ - $ 66,225 (3,191) 51 $ 63,085 (d) Classification of redeemable units issued by the Funds: On transition to IFRS, the Manager has reassessed whether the Funds’ units meet the criteria in IAS 32 for classification as equity. Under Canadian GAAP, the Funds accounted for the redeemable units as equity. Under IFRS, IAS 32 requires that units or shares of an entity which include a contractual obligation for the issuer to repurchase or redeem them for cash or another financial asset be classified as financial liability. The Funds’ 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. Accordingly, distributions to holders of the Funds’ redeemable units have been reclassified as finance costs and have been expensed in the Funds’ statements of comprehensive income. 29 LEITH WHEELER BALANCED FUND Notes to Financial Statements - General Information Related to all Leith Wheeler Investment Funds (tabular amounts expressed in $000s) Years ended December 31, 2014 and 2013 8. Transition to IFRS (continued): (e) Revaluation of investments at FVTPL: Under Canadian GAAP, the Fund measured the fair values of its investments in accordance with Section 3855, Financial Instruments - Recognition and Measurement, which required the use of bid prices for long positions and ask prices for short positions, to the extent such prices are available. Under IFRS, the Funds measure the fair values of its investments using the guidance in IFRS 13, Fair Value Measurement (“IFRS 13”), which requires that if an asset or a liability has a bid price and an ask price, then its fair value is to be based on a price within the bid-ask spread that is most representative of fair value. It also allows the use of closing trading price or other pricing conventions that are used by market participants as a practical expedient for fair value measurements within a bid-ask spread. As a result, upon adoption of IFRS 13 an adjustment was recognized to increase the carrying amount of the Funds’ investments at January 1, 2013, December 31, 2014 and 2013. The impact of this adjustment was to increase the Funds’ increase (decrease) in net assets attributable to holders of redeemable units by the following: Year ended December 31, 2013: Fund name Adjustment to Investments at January 1, 2013 Leith Wheeler Balanced Fund Leith Wheeler Canadian Dividend Fund Leith Wheeler Canadian Equity Fund Leith Wheeler Fixed Income Fund Leith Wheeler Income Advantage Fund Leith Wheeler International Equity Plus Fund Leith Wheeler Money Market Fund Leith Wheeler U.S. Equity Fund (f) $ 44 56 3,539 9 39 (27) Adjustments to investments at December 31, 2013 $ Net impact of adjustment 27 101 2,068 12 12 24 $ (17) 45 (1,471) 3 (27) 51 Reclassification adjustments: In addition to the measurement adjustments noted above, the Funds reclassified certain amounts upon transition in order to conform to its financial statement presentation under IFRS. Withholding taxes for the year ended December 31, 2013 which were previously netted against dividend income under Canadian GAAP, have been reclassified and presented separately as expense under IFRS. 30