imperialoverseasequitypool annualfinancialstatements · xu ni th old e rp gc s 27 4 xw i th old...

The accompanying notes are an integral part of these financial statements.

Imperial Overseas Equity Pool

Annual Financial Statementsfor the financial year ended December 31, 2015

† Securities LendingThe tables that follow indicate the Pool had assets involved in securities lending transactionsoutstanding as at December 31, 2015 and 2014.

Aggregate Valueof Securities

on Loan($000s)

AggregateValue

of Collateralfor Loan

($000s)x

x

December 31, 2015 13,999 14,826x

December 31, 2014 10,279 10,868x

Collateral Type* ($000s)i ii iii iv

xx

December 31, 2015 – 14,793 – 33x

December 31, 2014 – 10,868 – –x

x

* See note 2j for Collateral Type definitions.

Organization of the Fund (note 1)The Pool was established on February 1, 1991 (Date Established).

Inception Datexx

Class A November 24, 2003xx

Statements of Financial Position(in 000s, except per unit amounts)

As at December 31, 2015 and 2014 (note 1)

December 31, 2015 December 31, 2014x

x

Assetsxxx

Current assetsx

Investments (non-derivative financial assets) † (notes2 and 3) $ 233,861 $ 175,245

x

Cash including foreign currency holdings, at fair value 5,142 2,296x

Dividends receivable 711 550x

Receivable for portfolio securities sold 1,192 143x

Receivable for units issued 169 48xxx

Total Assets 241,075 178,282xxx

Liabilitiesxxx

Current liabilitiesx

Payable for portfolio securities purchased 1,019 180x

Payable for units redeemed – 209xxx

Total Liabilities 1,019 389xxx

Net Assets Attributable to Holders ofRedeemable Units (note 5) $ 240,056 $ 177,893

xxx

Net Assets Attributable to Holders ofRedeemable Units per Class

x

Class A $ 240,056 $ 177,893xxx

Net Assets Attributable to Holders ofRedeemable Units per Unit (note 5)

x

Class A $ 18.76 $ 15.91x

1



Statements of Comprehensive Income(in 000s, except per unit amounts)

For the periods ended December 31, 2015 and 2014 (note 1)


x

Net Gain (loss) on Financial Instrumentsx

Interest for distribution purposes $ 2 $ 4x

Dividend revenue 6,060 5,534x

Other changes in fair value of investments andderivatives

x

Net realized gain (loss) on sale of investments andderivatives 14,348 17,779

x

Net realized gain (loss) on foreign currency (notes 2fand g) 76 (188)

x

Net change in unrealized appreciation (depreciation)of investments and derivatives 17,979 (18,531)

xxx

Net Gain (loss) on Financial Instruments ±±± 38,465 4,598xx

x

Other Incomex

Foreign exchange gain (loss) on cash 293 21x

Securities lending revenue 50 84xxx

343 105xx

x

Expenses (note 6)x

Management fees ± 604 470x

Audit fees 10 15x

Custodial fees 404 445x

Independent review committee fees 1 –x

Legal fees 3 2x

Regulatory fees 20 17x

Transaction costs ±± 420 505x

Unitholder reporting costs 27 24x

Withholding taxes (note 7) 789 514x

Other expenses 2 1xxx

2,280 1,993xx

x

Expenses waived/absorbed by the Manager (585) (598)xx

x

1,695 1,395xx

x

Increase (Decrease) in Net Assets Attributable toHolders of Redeemable Units (excludingdistributions) 37,113 3,308

xx

x

Increase (Decrease) in Net Assets Attributable toHolders of Redeemable Units per Class(excluding distributions)

x

Class A $ 37,113 $ 3,308xxx

Average Number of Units Outstanding for theperiod per Class

x

Class A 12,113 10,499xxx

Increase (Decrease) in Net Assets Attributable toHolders of Redeemable Units per Unit(excluding distributions)

x

Class A $ 3.05 $ 0.32x

x

±±± Net Gain (Loss) on Financial Instruments(in 000s)

Net gains (losses)

Category December 31, 2015 December 31, 2014x..

Financial assets at FVTPL..

Held for Trading $ (113) $ (261)..

Designated at Inception 38,578 4,859......

Total financial assets at FVTPL 38,465 $ 4,598..

± Maximum Chargeable Annual Management Fee Rates (note 6)xx

Class A 0.25%xx

±± Brokerage Commissions and Fees (notes 8 and 9)

2015 2014x

x

Brokerage commissions and other fees ($000s)x

Total Paid 223 267x

Paid to CIBC World Markets Inc. – –x

Paid to CIBC World Markets Corp. – –x

Soft dollars ($000s)x

Total Paid 49 52x

Paid to CIBC World Markets Inc. and CIBC World Markets Corp. – –xx

Service Provider (note 9)The amounts paid by the Pool (including all applicable taxes) to CIBC Mellon Trust Company forcustodial fees, and to CIBC Mellon Global Securities Services Company (CIBC GSS) for securitieslending, fund accounting and reporting, and portfolio valuation (all net of absorptions) for the periodsended December 31, 2015 and 2014 were as follows:

2015 2014x

x

($000s) 21 36xx

2


Imperial Overseas Equity Poolx

Statements of Changes in Net Assets Attributable to Holders of Redeemable Units(in 000s)For the periods ended December 31, 2015 and 2014 (note 1)

Class A Units

December 31,2015

December 31,2014

xx.

Increase (Decrease) in Net Assets Attributable toHolders of Redeemable Units (excludingdistributions) $ 37,113 $ 3,308

xxx.

Distributions Paid or Payable to Holders ofRedeemable Units ‡

x.

From net investment income (4,716) (4,536)x.xx

(4,716) (4,536)xxx.

Redeemable Unit Transactionsx.

Amount received from the issuance of units 60,608 62,188x.

Amount received from reinvestment of distributions 4,243 4,059x.

Amount paid on redemptions of units (35,085) (35,359)x.xx

29,766 30,888xxx.

Increase (Decrease) in Net Assets Attributable toHolders of Redeemable Units 62,163 29,660

x.

Net Assets Attributable to Holders of Redeemable Unitsat Beginning of Period 177,893 148,233

x.xx

Net Assets Attributable to Holders of Redeemable Unitsat End of Period $ 240,056 $ 177,893

xxx.

Redeemable Units Issued and Outstanding (note 5)x.

As at December 31, 2015 and 2014x.

Balance - beginning of period 11,182 9,274x.

Redeemable units issued 3,306 3,830x.

Redeemable units issued on reinvestments 228 252x.xx

14,716 13,356x.

Redeemable units redeemed (1,920) (2,174)x.xx

Balance - end of period 12,796 11,182xx

x

‡ Net Capital and Non-Capital Losses (note 7)As at December 2015, the Pool had non-capital and capital losses (in $000s) for income tax purposes available to be carried forward as follows:

Total Net Capital Losses

Total Non-Capital Lossesthat Expire in:

2026 to 2035x..

217,514 –.

.

3


Imperial Overseas Equity Poolx

x

Statements of Cash Flows(in 000s)For the periods ended December 31, 2015 and 2014 (note 1)

December 31, 2015 December 31, 2014xx.

Cash Flows from Operating Activitiesx.

Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Units from Operations (excluding distributions) $ 37,113 $ 3,308x.

Adjustments for:x.

Foreign exchange loss (gain) on cash (293) (21)x.

Net realized (gain) loss on sale of investments and derivatives (14,348) (17,779)x.

Net change in unrealized (appreciation) depreciation of investments and derivatives (17,979) 18,531x.

Purchase of investments (195,119) (235,417)x.

Proceeds from the sale of investments 168,620 205,408x.

Dividends receivable (161) (137)x.xx

(22,167) (26,107)xxx.

Cash Flows from Financing Activitiesx.

Amount received from the issuance of units 60,487 62,412x.

Amount paid on redemptions of units (35,294) (37,852)x.

Distributions paid to unitholders (473) (477)x.xx

24,720 24,083xxx.

Increase (Decrease) in Cash during the Period 2,553 (2,024)xxx.

Foreign exchange loss (gain) on cash 293 21xxx.

Cash (Bank Overdraft) at Beginning of Period 2,296 4,299xxx.

Cash (Bank Overdraft) at End of Period $ 5,142 $ 2,296x

x.

Interest received $ 2 $ 4x.

Dividends received, net of withholding taxes $ 5,110 $ 4,883

4



x

Schedule of Investment Portfolio As at December 31, 2015

SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets

CANADIAN EQUITIESx

..

Canadian Pacific Railway Ltd. 4,290 791 758..

Constellation Software Inc. 1,300 746 750..

....

TOTAL CANADIAN EQUITIES 1,537 1,508 0.6%..

..

INTERNATIONAL EQUITIESx

Australia..

AGL Energy Ltd. 206 3 4..

APA Group 2,519 18 22..

Aristocrat Leisure Ltd. 2,397 25 24..

Asciano Ltd. 1,103 9 10..

Bank of Queensland Ltd. 1,025 14 14..

Caltex Australia Ltd. 449 12 17..

Challenger Ltd. 1,014 9 9..

CIMIC Group Ltd. 2,667 64 65..

CSL Ltd. 10,325 828 1,089..

Fortescue Metals Group Ltd. 9,494 18 18..

Incitec Pivot Ltd. 3,087 13 12..

LendLease Group 291 4 4..

Macquarie Group Ltd. 1,895 115 157..

Qantas Airways Ltd. 100,089 341 410..

QBE Insurance Group Ltd. 1,746 23 22..

Ramsay Health Care Ltd. 2,892 160 197..

Telstra Corp. Ltd. 8,719 46 49..

TPG Telecom Ltd. 5,728 54 57..

Transurban Group 6,669 52 70..

Treasury Wine Estates Ltd. 984 7 8..

Westfield Corp., Stapled Units 51,914 475 494..

....

2,290 2,752 1.1%..x

Austria..

Erste Group Bank AG 15,121 590 655..

OMV AG 85 3 3..

Raiffeisen International Bank-Holding AG 80 2 2..

....

595 660 0.3%..x

Belgium..

Ageas NV 1,505 87 97..

Anheuser-Busch InBev NV 11,486 1,153 1,978..

Colruyt NV 388 25 28..

KBC Groep NV 18,981 1,249 1,642..

Proximus SA 3,694 139 166..

UCB SA 3,981 379 497..

....

3,032 4,408 1.8%..x

Bermuda..

Lazard Ltd., Class 'A' 11,255 700 701..

....

700 701 0.3%..x

Brazil..

Usinas Siderurgicas de Minas Gerais SA, Preferred, Series 'A' 67,250 320 36..

....

320 36 0.0%..x

China..

Baidu Inc., ADR 2,757 564 721..

Ctrip.com International Ltd., ADR 4,720 291 303..

Ping An Insurance (Group) Co. of China Ltd. 48,000 304 366..

Tencent Holdings Ltd. 56,800 995 1,539..

....

2,154 2,929 1.2%..x

Czech Republic..

CEZ AS 7,375 226 182..

....

226 182 0.1%..x

Denmark..

Carlsberg AS, Series 'B' 270 31 33..

Christian Hansen Holdings A/S 12,725 871 1,101..

Coloplast AS, Class 'B' 9,088 838 1,015..

Danske Bank AS 12,451 397 462..

DSV AS 889 46 49..

ISS AS 230 10 12..

Novo Nordisk AS, ADR 15,695 1,136 1,261..

Novo Nordisk AS, Series 'B' 13,805 603 1,106..

Novozymes AS, Class 'B' 13,858 810 918..

Pandora AS 8,812 773 1,537..

Vestas Wind Systems AS 2,151 148 208..

William Demant Holding AS 35 4 5..

....

5,667 7,707 3.2%..

5



Schedule of Investment Portfolio As at December 31, 2015 (cont'd)

SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assetsx

Finland..

Elisa OYJ 4,479 172 233..

Neste Oil OYJ 2,383 74 98..

Nokian Renkaat OYJ 416 18 21..

Orion OYJ, Class 'B' 982 47 47..

Sampo OYJ, Series 'A' 3,859 210 271..

Stora Enso OYJ, Series 'R' 11,617 148 145..

UPM-Kymmene Corp. OYJ 2,051 51 53..

....

720 868 0.4%..x

France..

Accor SA 13,562 788 813..

Aéroports de Paris 207 32 33..

Arkema 2,030 191 197..

Atos SE 331 37 38..

AXA SA 1,630 58 62..

BNP Paribas SA 13,206 894 1,034..

Bollore 7,567 50 49..

Bouygues SA 13,050 555 716..

Bureau Veritas SA 921 26 25..

Cap Gemini SA 1,047 127 134..

Carrefour SA 11,942 445 477..

Christian Dior SA 521 126 122..

Compagnie de Saint-Gobain SA 639 40 38..

Compagnie Générale des Établissements Michelin, Series 'B',Registered 211 29 28

..

Crédit Agricole SA 27,738 465 452..

Criteo SA, ADR 4,439 246 243..

Dassault Systèmes SA 446 31 49..

Engie 60,896 1,466 1,493..

Essilor International SA 3,783 467 652..

Eurazeo 155 14 15..

Eutelsat Communications SA 257 10 11..

Faurecia 10,195 466 565..

Fonciere des Regions 209 26 26..

Groupe Eurotunnel SA 8,577 130 148..

Hermes International 46 22 22..

Iliad SA 620 188 205..

Ingenico Group 1,199 200 209..

JC Decaux SA 1,203 57 64..

Lagardère SCA, Registered 2,427 93 100..

Legrand SA 21,923 1,291 1,716..

L'Oréal SA 295 70 69..

LVMH Moët Hennessy-Louis Vuitton SA 5,402 1,186 1,174..

Natixis SA 27,305 220 214..

Numericable Group SA 1,326 93 67..

Orange SA 294 6 7..

Pernod-Ricard SA 5,159 735 814..

PSA Peugeot Citroën SA 17,087 367 414..

Publicis Groupe 6,808 611 626..

Renault SA 562 68 78..

Safran SA 601 56 57..

Sanofi SA 15,608 1,527 1,841..

Schneider Electric SE 23,685 2,154 1,862..

SCOR SA 3,980 199 206..

Societe BIC SA 804 153 183..

Société Générale SA 368 22 23..

Suez Environnement SA 1,104 26 29..

Technip SA 10,819 1,024 744..

Thales SA 891 82 92..

Total SA 49,829 3,120 3,091..

Unibail-Rodamco SE 18 6 6..

Valeo SA 3,404 586 726..

Vallourec SA. 19,814 925 255..

Veolia Environnement SA 6,334 199 208..

Vinci SA 696 60 62..

Vivendi SA 2,116 66 63..

Wendel Investissement 708 113 117..

....

22,244 22,764 9.5%..x

Germany..

Adidas AG 2,859 363 384..

Bayer AG 13,220 1,599 2,285..

Beiersdorf AG 47 6 6..

Brenntag AG 167 12 12..

Continental AG 4,321 954 1,446..

Daimler AG, Registered 218 25 25..

Deutsche Boerse AG 5,660 520 688..

Deutsche Lufthansa AG 585 11 13..

Deutsche Post AG, Registered 7,024 253 272..

Deutsche Telekom AG, Registered 3,438 82 86..

Deutsche Wohnen AG 6,565 199 251..

Evonik Industries AG 1,502 71 69..

Fraport AG Frankfurt Airport Services Worldwide 153 13 14..

Fresenius Medical Care AG 6,759 697 786..

Fresenius SE 5,808 350 573

6




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets..

FUCHS PETROLUB SE, Preferred 684 43 45..

Hannover Rueckversicherungs SE 1,317 168 208..

HeidelbergCement AG 407 42 46..

Henkel AG & Co. KGaA 996 106 132..

Henkel AG & Co. KGaA, Preferred 3,018 419 466..

Infineon Technologies AG 408 6 8..

Kabel Deutschland Holding AG 7 1 1..

Lanxess AG 1,322 99 84..

Linde AG 6,985 1,479 1,396..

Merck KGaA 772 92 103..

Osram Licht AG 1,481 89 86..

ProSiebenSat.1 Media SE 3,184 209 222..

SAP AG 15,812 1,212 1,736..

Siemens AG, Registered 4,775 625 639..

Symrise AG, Bearer 5,788 331 530..

Telefonica Deutschland Holding AG 13,652 103 100..

United Internet AG, Registered 382 20 29..

Volkswagen AG, Preferred 13,051 3,283 2,607..

Vonovia SE 125 5 5..

Wirecard AG 7,412 378 513..

Zalando SE 24,541 1,009 1,341..

....

14,874 17,207 7.2%..x

Hong Kong..

AIA Group Ltd. 114,400 877 946..

BOC Hong Kong (Holdings) Ltd. 17,000 67 72..

Cathay Pacific Airways 3,000 8 7..

Cheung Kong Infrastructure Holdings Ltd. 19,000 190 243..

China Merchants Holdings International Co. Ltd. 137,932 495 604..

China Mobile Ltd. 130,501 1,407 2,033..

CLP Holdings Ltd. 8,500 93 100..

CNOOC Ltd. 747,000 1,295 1,076..

Hang Seng Bank Ltd. 4,200 95 110..

HK Electric Investments and HK Electric Investments Ltd. 16,000 17 18..

Link REIT 1,000 8 8..

MTR Corp. Ltd. 13,500 76 92..

Power Assets Holdings Ltd. 6,000 68 76..

Swire Properties Ltd. 12,600 43 50..

Techtronic Industries Co. Ltd. 4,000 14 22..

....

4,753 5,457 2.3%..x

Hungary..

OTP Bank Nyrt. 9,425 173 268..

....

173 268 0.1%..x

India..

HDFC Bank Ltd., ADR 6,510 549 555..

....

549 555 0.2%..x

Indonesia..

PT Bank Mandiri 167,500 152 154..

....

152 154 0.1%..x

Ireland..

Bank of Ireland 1,092,722 379 554..

CRH PLC 11,697 440 467..

Experian PLC 33,601 718 822..

ICON PLC 8,945 897 962..

James Hardie Industries SE 6,246 99 109..

Kerry Group PLC, Class 'A' 284 30 32..

Perrigo Co. PLC 3,840 787 769..

Ryanair Holdings PLC, ADR 7,798 559 933..

Shire PLC 8,600 742 816..

Smurfit Kappa Group PLC 10,626 424 376..

Willis Group Holdings PLC 8,300 486 558..

XL Group PLC 6,675 257 362..

....

5,818 6,760 2.8%..x

Israel..

Bank Hapoalim Ltd. 18,920 130 135..

Bank Leumi Le Israel 18,211 91 88..

Bezeq Israel Telecommunication Corp. Ltd. 18,055 51 55..

NICE Systems Ltd. 1,990 134 158..

....

406 436 0.2%..x

Italy..

Atlantia SPA 5,590 160 205..

Banco Popolare Societa Cooperativa 2,765 60 53..

Enel SPA 131,618 760 764..

Eni SPA 34,600 893 711..

EXOR SPA 1,773 102 111..

Finmeccanica SPA 10,058 163 194..

Intesa Sanpaolo 289,477 1,147 1,330..

Intesa Sanpaolo, RNC 38,681 150 163..

Luxottica Group SPA 3,270 249 295..

Mediobanca SPA 2,489 32 33..

Prysmian SPA 4,757 125 144

7




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets..

Snam SPA 2,276 15 16..

Telecom Italia SPA 254,875 328 447..

Telecom Italia SPA, RNC 26,885 39 38..

Terna SPA 9,089 61 65..

....

4,284 4,569 1.9%..x

Japan..

Aeon Co. Ltd. 6,500 116 139..

AEON Financial Services Co. Ltd. 2,200 66 68..

Alfresa Holdings Corp. 7,500 153 205..

Alps Electric Co. Ltd. 1,200 49 45..

Amada Co. Ltd. 2,500 32 33..

Astellas Pharma Inc. 20,400 305 402..

Bandai Namco Holdings Inc. 1,800 55 53..

Bank of Yokohama Ltd. (The) 4,000 30 34..

Benesse Holdings Inc. 500 17 20..

CALBEE Inc. 4,300 238 251..

Casio Computer Co. Ltd. 1,900 37 61..

Central Japan Railway Co. 700 128 172..

Chubu Electric Power Co. Inc. 4,800 90 91..

Chugai Pharmaceutical Co. Ltd. 400 18 19..

Credit Saison Co. Ltd. 1,300 35 35..

Dai Nippon Printing Co. Ltd. 6,000 80 82..

Daicel Corp. 200 4 4..

Daihatsu Motor Co. Ltd. 31,700 557 592..

Dai-ichi Life Insurance Co. (The) 13,000 198 299..

Daiichi Sankyo Co. Ltd. 6,000 144 171..

Daito Trust Construction Co. Ltd. 2,100 260 336..

Daiwa House Industry Co. Ltd. 4,100 141 163..

Dentsu Inc. 200 15 15..

Don Quijote Holdings Co. Ltd. 300 13 15..

East Japan Railway Co. 13,300 1,369 1,733..

Fanuc Corp. 1,800 394 429..

Fast Retailing Co. Ltd. 200 96 97..

Fuji Heavy Industries Ltd. 15,400 473 878..

Fujifilm Holdings Corp. 500 21 29..

Fujitsu Ltd. 137,000 997 946..

Gunma Bank Ltd. (The) 6,000 44 48..

Hisamitsu Pharmaceutical Co. Inc. 200 10 12..

Hitachi Ltd. 196,000 1,489 1,537..

Hokukohu Financial Group Inc. 20,000 57 56..

Honda Motor Co. Ltd. 25,600 1,008 1,132..

Hoya Corp. 600 31 34..

Iida Group Holdings Co. Ltd. 18,400 319 472..

Isetan Mitsukoshi Holdings Ltd. 6,200 129 112..

Isuzu Motors Ltd. 14,300 244 213..

ITOCHU Corp. 52,000 749 851..

J. FRONT RETAILING Co. Ltd. 9,100 195 183..

Japan Airlines Co. Ltd. 19,000 924 941..

Japan Exchange Group Inc. 7,000 140 151..

Japan Tobacco Inc. 11,300 508 574..

JX Holdings Inc. 5,700 30 33..

Kajima Corp. 7,000 52 58..

Kaneka Corp. 2,000 22 29..

Kansai Electric Power Co. Inc. 5,600 87 93..

Kao Corp. 500 22 36..

KDDI Corp. 83,000 1,476 2,983..

Keihan Electric Railway Co. Ltd. 11,000 84 102..

Keio Corp. 1,000 12 12..

Keiyu Corp. 1,000 11 11..

Keyence Corp. 2,300 1,172 1,749..

Kikkoman Corp. 4,000 133 192..

Kintetsu Group Holdings Co. Ltd. 4,000 22 22..

Kirin Brewery Co. Ltd. 200 4 4..

Koito Manufacturing Co. Ltd. 1,900 68 108..

Konami Holdings Corp. 2,300 71 76..

KOSE Corp. 600 69 77..

Kubota Corp. 51,000 956 1,090..

Kyowa Hakko Kirin Co. Ltd. 4,000 75 87..

Kyushu Electric Power Co. Inc. 7,700 115 116..

Kyushu Financial Group Inc. 1,700 17 17..

Lawson Inc. 400 39 45..

Lixil Group Corp. 300 9 9..

Mabuchi Motor Co. Ltd. 1,400 62 105..

Makita Corp. 4,700 338 375..

Marubeni Corp. 500 4 4..

Marui Group Co. Ltd. 4,800 79 108..

Medipal Holdings Corp. 5,700 121 134..

Meiji Holdings Co. Ltd. 2,700 149 309..

Mitsubishi Chemical Holdings Corp. 14,200 96 125..

Mitsubishi Tanabe Pharma Corp. 400 9 10..

Mitsubishi UFJ Financial Group Inc. 89,600 636 768..

Mitsubishi UFJ Lease & Finance Co. Ltd. 300 2 2..

Mitsui Chemicals Inc. 8,000 26 49..

Mitsui Sumitomo Insurance Group Holdings Inc. 4,900 120 199

8




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets..

Murata Manufacturing Co. Ltd. 3,700 445 737..

NGK Insulators Ltd. 3,000 92 94..

Nidec Corp. 6,200 465 622..

Nikon Corp. 56,900 1,085 1,054..

Nintendo Co. Ltd. 1,600 344 304..

Nippon Telegraph & Telephone Corp. 1,500 72 83..

Nisshin Seifun Group Inc. 1,900 39 43..

NISSIN FOODS HOLDINGS CO. LTD. 200 14 15..

Nitori Holdings Co. Ltd. 8,000 650 930..

Nitto Denko Corp. 4,900 413 495..

Nok Corp. 1,500 39 48..

Nomura Holdings Inc. 3,100 28 24..

Nomura Real Estate Holdings Inc. 2,300 61 59..

Nomura Research Institute Ltd. 2,850 121 151..

NTT Data Corp. 2,000 112 134..

NTT DoCoMo Inc. 10,500 179 298..

Obayashi Corp. 9,000 105 115..

Obic Co. Ltd. 100 7 7..

Oji Holdings Corp. 11,000 60 61..

Olympus Corp. 4,800 251 261..

Ono Pharmaceutical Co. Ltd. 2,400 255 592..

Oriental Land Co. Ltd. 800 49 67..

Orix Corp. 51,200 683 994..

OTSUKA CORP. 1,900 124 129..

Resona Holdings Inc. 1,300 9 9..

Ricoh Co. Ltd. 500 7 7..

Rinnai Corp. 200 20 24..

Ryohin Keikaku Co. Ltd. 2,200 512 616..

Sankyo Co. Ltd. 100 5 5..

SBI Holdings Inc. 1,700 29 25..

SECOM Co. Ltd. 300 26 28..

Sekisui House Ltd. 2,800 59 65..

Seven & I Holdings Co. Ltd. 10,600 514 672..

Shikoku Electric Power Co. Inc. 5,000 98 108..

Shimadzu Corp. 5,000 95 116..

Shimano Inc. 500 65 106..

Shimizu Corp. 10,000 115 113..

Shin-Etsu Chemicals Co. Ltd. 6,800 415 512..

Shionogi & Co. 4,100 111 257..

Shiseido Co. Ltd. 11,000 326 316..

Sohgo Security Services Co. Ltd. 700 45 45..

Sompo Japan Nipponkoa Holdings Inc. 4,300 120 195..

Sony Corp. 3,700 126 126..

Sony Financial Holdings Inc. 1,100 23 27..

SUGI Holdings Co. Ltd. 4,300 253 328..

Sumitomo Chemical Co. Ltd. 21,000 142 167..

Sumitomo Corp. 1,800 26 25..

Sumitomo Electric Industries Ltd. 1,700 31 33..

Sumitomo Mitsui Financial Group Inc. 28,900 1,346 1,509..

Suntory Beverage & Food Ltd. 4,000 233 242..

Suzuken Co. Ltd. 3,300 130 174..

Suzuki Motor Corp. 14,100 518 593..

Sysmex Corp. 13,900 1,084 1,234..

T&D Holdings Inc. 2,200 40 40..

Taiheiyo Cement Corp. 4,000 16 16..

Taisei Corp. 4,000 32 36..

TDK Corp. 500 29 44..

Teijin Ltd. 35,000 160 165..

Terumo Corp. 700 30 30..

TOHO GAS CO. LTD. 7,000 58 63..

Tohoku Electric Power Co. Inc. 4,400 74 76..

Tokyo Electric Power Co. Inc. (The) 11,900 103 95..

Tokyo Electron Ltd. 4,200 293 352..

Tokyu Corp. 2,000 20 22..

TonenGeneral Sekiyu K.K. 2,000 27 23..

Toppan Printing Co. Ltd. 13,000 143 166..

Toto Ltd. 2,399 95 117..

Toyo Seikan Group Holdings Ltd. 6,900 147 177..

Toyota Motor Corp. 26,000 1,447 2,215..

Trend Micro Inc. 200 9 11..

Uni-Charm Corp. 30,400 760 859..

West Japan Railway Co. 3,200 212 306..

Yahoo Japan Corp. 53,400 280 300..

Yamaguchi Financial Group Inc. 9,000 138 148..

Yamaha Corp. 2,500 72 84..

Yamaha Motor Co. Ltd. 1,800 34 56..

Yokogawa Electric Corp. 1,700 27 28..

....

34,588 43,293 18.0%..x

Macau..

Sands China Ltd. 68,800 323 323..

....

323 323 0.1%..

9




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assetsx

Mexico..

Fresnillo PLC 1,028 15 15..

Wal-Mart de Mexico SAB de CV, Series 'V' 155,400 497 542..

....

512 557 0.2%..x

Netherlands..

Airbus Group 334 30 31..

Akzo Nobel NV 32,107 2,407 2,969..

Altice NV, Class 'A' 16,390 313 326..

ASML Holding NV 3,227 336 397..

Core Laboratories NV 5,965 914 897..

Heineken Holding NV 513 48 55..

Heineken NV 347 41 41..

ING Groep NV 59,299 861 1,110..

Koninklijke KPN NV 158,825 622 831..

Mobileye NV 4,070 235 238..

NN Group NV 12,479 412 609..

NXP Semiconductors NV 3,983 363 464..

PostNL NV 74,593 862 391..

QIAGEN NV 3,421 98 128..

Randstad Holding NV 2,473 205 213..

RELX NV 110,789 1,539 2,582..

Royal Dutch Shell PLC, Class 'A' 31,092 1,208 981..

Sensata Technologies Holding NV 14,475 880 923..

TNT Express NV 4,517 49 53..

Unilever NV 6,501 289 392..

Wolters Kluwer NV 2,646 97 123..

Yandex NV, Class 'A' 23,705 398 516..

....

12,207 14,270 5.9%..x

Norway..

Orkla ASA 3,687 39 40..

Schibsted ASA 296 14 14..

Statoil ASA 19,848 494 383..

Telenor ASA 10,839 286 250..

....

833 687 0.3%..x

Portugal..

Energias de Portugal SA 3,021 14 15..

Galp Energia, SGPS SA, Class 'B' 49 1 1..

Jeronimo Martins SGPS SA 33,323 571 600..

....

586 616 0.3%..x

Russia..

Gazprom PAO, ADR 71,925 582 369..

....

582 369 0.2%..x

Singapore..

ComfortDelGro Corp. Ltd. 30,000 67 89..

DBS Group Holdings Ltd. 200 3 3..

....

70 92 0.0%..x

South Africa..

Naspers Ltd., Series 'N' 1,640 273 310..

Shoprite Holdings Ltd. 23,114 371 297..

....

644 607 0.3%..x

South Korea..

Amorepacific Corp. 490 235 238..

Hana Financial Group Inc. 9,860 369 273..

Hyundai Motor Co. Ltd. 857 181 150..

KT&G Corp. 6,167 461 758..

POSCO 1,800 345 349..

Samsung Electronics Co. Ltd. 1,247 1,662 1,840..

Samsung Electronics Co. Ltd., GDR, Registered 428 268 314..

SK Telecom Co. Ltd. 5,928 1,427 1,501..

....

4,948 5,423 2.3%..x

Spain..

Abertis Infraestructuras SA 48 1 1..

ACS Actividades de Construcción y Servicios SA 521 22 21..

Amadeus IT Holding SA, Class 'A' 2,781 141 170..

Bankinter SA 4,687 46 46..

CaixaBank SA 170,440 980 821..

Cellnex Telecom SAU 10,660 246 276..

Enagas 3,983 142 155..

Endesa SA, Registered 1,402 39 39..

Ferrovial SA 13,889 370 434..

Gas Natural SDG SA 736 23 21..

Grifols SA 344 22 22..

Grifols SA, ADR 7,575 311 340..

Iberdrola SA 14,921 134 146..

Indra Sistemas SA 13,525 241 176..

Industria de Diseno Textil SA 26,254 862 1,248

10




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets..

Red Electrica Corporacion SA 1,318 116 152..

Técnicas Reunidas SA 5,911 325 309..

Zardoya Otis SA 1,726 27 28..

....

4,048 4,405 1.8%..x

Sweden..

Assa Abloy AB, Class 'B' 2,327 55 67..

Atlas Copco AB, Series 'A' 10,684 354 363..

Boliden AB 2,693 66 63..

Electrolux AB, Series 'B' 778 28 26..

Hexagon AB, Series 'B' 5,770 277 295..

ICA Gruppen AB 343 16 17..

Industrivarden AB, Series 'C' 557 14 13..

Investor AB, Series 'B' 3,927 174 200..

Lundin Petroleum AB 11,174 224 223..

Securitas AB, Series 'B' 523 11 11..

Skandinaviska Enskilda Banken, Series 'A' 630 9 9..

Svenska Cellulosa AB, Series 'B' 12,122 457 486..

Swedish Match AB 570 26 28..

....

1,711 1,801 0.7%..x

Switzerland..

ABB Ltd., Registered 14,000 378 346..

ACE Ltd. 9,803 1,273 1,585..

Actelion Ltd., Registered 4,924 782 947..

Adecco SA, Registered 1,092 104 103..

Aryzta AG, Registered 13,069 924 915..

Baloise Holding AG, Registered 570 85 100..

Clariant AG, Registered 25,279 544 663..

Coca-Cola HBC AG 4,003 113 118..

Compagnie Financiere Richemont SA, Registered 12,879 1,316 1,275..

Credit Suisse Group AG 26,192 793 781..

Ems-Chemie Holding AG, Registered 6 3 4..

Galenica AG, Registered 16 33 35..

GAM Holding AG 7,200 143 165..

Geberit AG, Registered 258 103 121..

Givaudan SA, Registered 113 159 284..

Julius Baer Group Ltd. 2,585 167 173..

LafargeHolcim Ltd., Registered 5,088 418 352..

Lindt & Spruengli AG 19 123 164..

Lindt & Spruengli AG, Registered 2 135 206..

Lonza Group AG, Registered 1,942 301 437..

Nestlé SA, Registered, Series 'B' 27,282 2,187 2,802..

Novartis AG, Registered 35,174 3,048 4,187..

Partners Group Holding AG 417 168 207..

Roche Holding AG Genusscheine 14,047 3,796 5,386..

Schindler Holding AG 315 66 73..

Schindler Holding AG, Registered 276 56 64..

SGS SA, Registered 305 713 802..

Sika AG 4 17 20..

Sonova Holding AG, Registered 100 17 18..

STMicroelectronics NV 50,475 508 468..

Swatch Group AG (The) 776 394 373..

Swiss Life Holding AG, Registered 56 21 21..

Swiss Re AG 1,775 176 240..

Transocean Ltd. 46 1 1..

UBS Group AG 118,102 2,391 3,170..

Wolseley PLC 10,026 755 753..

Zurich Insurance Services AG 3,808 1,183 1,354..

....

23,394 28,713 12.0%..x

Taiwan..

Compal Electronics Inc. 210,000 213 162..

Hon Hai Precision Industry Co. Ltd., GDR, Registered 21,837 118 153..

Taiwan Semiconductor Manufacturing Co. Ltd., ADR 58,598 1,541 1,845..

....

1,872 2,160 0.9%..x

United Kingdom..

3i Group PLC 25,228 233 247..

Admiral Group PLC 8,236 270 278..

Aggreko PLC 13,029 279 243..

Amec Foster Wheeler PLC 11,925 210 104..

ARM Holdings PLC 52,563 1,580 1,675..

Ashtead Group PLC 27,300 403 622..

Associated British Foods PLC 6,798 302 463..

Aviva PLC 264,479 2,399 2,778..

BAE Systems PLC 29,969 293 305..

Balfour Beatty PLC 122,589 582 676..

Barclays PLC 542,382 2,497 2,416..

Barratt Developments PLC 12,247 152 156..

Booker Group PLC 99,671 361 368..

BP PLC 98,525 818 708..

British American Tobacco PLC 26,951 1,474 2,071..

British Land Co. PLC 12,582 163 201..

BT Group PLC 516 5 5..

Bunzl PLC 21,206 674 814

11




SecurityNumber

of Shares

AverageCost

($000s)

FairValue

($000s)

% ofNet

Assets..

Burberry Group PLC 11,679 321 284..

Capita PLC 4,395 113 108..

Carnival PLC 27,576 1,240 2,174..

Carphone Warehouse Group PLC 8,706 71 89..

Cobham PLC 755 4 4..

Compass Group PLC 55,780 1,167 1,337..

Croda International PLC 5,232 317 324..

Diageo PLC 26,350 954 996..

Direct Line Insurance Group PLC 16,494 129 137..

easyJet PLC 381 12 14..

Fiat Chrysler Automobiles NV 11,162 206 214..

GlaxoSmithKline PLC 59,728 1,614 1,669..

Hammerson PLC 6,508 70 80..

Hargreaves Lansdown PLC 4,905 132 151..

HSBC Holdings PLC 208,291 2,439 2,278..

ICAP PLC 17,036 160 177..

IMI PLC 15,663 323 275..

Imperial Tobacco Group PLC 12,071 588 882..

Inmarsat PLC 20,280 416 470..

InterContinental Hotels Group PLC 1,883 81 102..

International Consolidated Airlines Group SA 124,407 877 1,547..

Intertek Group PLC 7,420 352 420..

Intu Properties PLC 1,257 8 8..

Investec PLC 22,313 223 218..

ITV PLC 67,067 267 378..

J Sainsbury PLC 3,483 18 18..

Johnson Matthey PLC 8,771 461 475..

Kingfisher PLC 1,314 9 9..

Land Securities Group PLC 7,345 179 176..

Legal & General Group PLC 61,914 269 338..

Liberty Global PLC, Series 'A' 6,922 459 406..

Lloyds Banking Group PLC 1,125,794 1,397 1,676..

London Stock Exchange Group PLC 13,932 673 780..

Meggitt PLC 38,198 367 292..

Melrose Industries PLC 1,460 8 9..

Michael Page International PLC 45,413 200 449..

Mondi PLC 4,993 144 135..

National Grid PLC 5,263 87 100..

Next PLC 2,419 307 359..

Pearson PLC 924 24 14..

Persimmon PLC 13,382 515 552..

Petrofac Ltd. 3,408 55 55..

Provident Financial PLC 389 27 27..

Prudential PLC 39,547 909 1,233..

Reckitt Benckiser Group PLC 18,942 1,987 2,425..

Relx PLC 11,563 243 282..

Rexam PLC 1,118 12 14..

Rio Tinto PLC, Registered 17,090 917 689..

Royal Bank of Scotland Group PLC 77,725 464 478..

RSA Insurance Group PLC 59,714 506 519..

SABMiller PLC 4,674 281 387..

Sage Group PLC (The) 7,791 79 96..

Schroders PLC 2,067 123 125..

SEGRO PLC 26,111 208 229..

Severn Trent PLC 1,010 41 45..

SKY PLC 3,370 69 76..

Smith & Nephew PLC 412 10 10..

Sports Direct International 3,553 55 42..

SSE PLC 59,448 1,757 1,847..

St. James's Place Capital PLC 26,383 394 541..

Standard Life PLC 193 2 2..

Taylor Wimpey PLC 56,508 219 234..

Travis Perkins PLC 19,700 687 791..

Unilever PLC 15,772 837 936..

United Utilities Group PLC 6,773 107 129..

Vodafone Group PLC 451,988 2,033 2,028..

Whitbread PLC 3,730 265 335..

Worldpay Group PLC 134,159 674 841..

WPP PLC 40,699 954 1,295..

....

43,811 49,965 20.8%..x

United States..

News Corp., Class 'A' 35,650 678 659..

....

678 659 0.3%..

..

TOTAL INTERNATIONAL EQUITIES 199,764 232,353 96.8%..

..

TOTAL EQUITIES 201,301 233,861 97.4%..

..

Less: Transaction costs included in average cost (311).

..

..

TOTAL INVESTMENTS 200,990 233,861 97.4%..

..

Other Assets, less Liabilities 6,195 2.6%..

....

TOTAL NET ASSETS ATTRIBUTABLE TO HOLDERS OFREDEEMABLE UNITS 240,056 100.0%

.

...

x

12



Supplemental Schedule to Schedule of Investment Portfolio

Offsetting Arrangements (note 2d)

The Pool may enter into various master netting arrangements or other similar agreements that do not meet the criteria for offsetting in the Statements of Financial Position but still allowfor the related amounts to be set off in certain circumstances, such as bankruptcy or the termination of the contracts.

As at December 31, 2015 and 2014, the Pool did not enter into any arrangements whereby the financial instruments were eligible for offset.

Interests in Underlying Funds (note 4)

As at December 31, 2015 and 2014, the Pool had no significant investments in underlying funds.

13



Financial Instrument RisksInvestment Objective: Imperial Overseas Equity Pool (the Pool) seeks to provide long-termgrowth through capital appreciation by investing primarily in equity securities ofnon-North American issuers including preferred shares, warrants, securities convertibleinto equity securities, and other common share equivalents.

Investment Strategies: The Pool invests in high-quality small-, medium-, andlarge-capitalization non-North American corporations in order to achieve its investmentobjectives and employs a combination of investment styles that may include growth,value-oriented, and core strategies when making investment decisions.

Significant risks that are relevant to the Pool are discussed here. General information onrisk management and specific discussion on concentration, credit, currency, interest rate,liquidity, and other price/market risk can be found in note 2 of the financial statements.

In the following risk tables, Net Assets is defined as meaning “Net assets attributable toholders of redeemable units".

Concentration Risk as at December 31, 2015 and 2014The Schedule of Investment Portfolio presents the securities held by the Pool as atDecember 31, 2015.The following table presents the investment sectors held by the Pool as at December 31,2014 and groups the securities by asset type, industry sector, geographic region, orcurrency exposure:

As at December 31, 2014

Portfolio Breakdown% of Net

Assetsx

x

International Equitiesx

Australia 3.6x

Belgium 1.9x

Bermuda 0.1x

Brazil 0.1x

China 1.2x

Czech Republic 0.1x

Denmark 2.0x

Finland 0.4x

France 10.6x

Germany 6.7x

Hong Kong 2.9x

Hungary 0.1x

India 0.6x

Indonesia 0.2x

Ireland 1.5x

Israel 0.1x

Italy 1.9x

Japan 19.4x

Luxembourg 0.1x

Mexico 0.2x

Netherlands 7.2x

New Zealand 0.3x

Norway 0.5x

Portugal 0.1x

Russia 0.2x

Singapore 0.8x

South Korea 1.6x

Spain 1.8x

Sweden 1.2x

Switzerland 10.2x

Taiwan 0.3x

Turkey 0.1x

United Kingdom 20.2x

United States 0.3x

Other Assets, less Liabilities 1.5xxx

Total 100.0xx

Credit RiskCredit ratings represent a consolidation of the ratings provided by various outside serviceproviders and are subject to change, which could be material.

See the Schedule of Investment Portfolio for counterparty from over-the-counterderivative contracts, where applicable.

As at December 31, 2015 and 2014, the Pool had no significant investments in debtsecurities.

Currency RiskThe tables that follow indicate the currencies to which the Pool had significant exposureas at December 31, 2015 and 2014, based on the market value of the Pool's financialinstruments (including cash and cash equivalents) and the underlying principal amountsof forward foreign currency contracts, as applicable.


Currency (note 2l)Total Currency

Exposure* ($000s)% of

Net Assetsx

x

EUR 68,733 28.6x

GBP 49,249 20.5x

JPY 43,323 18.0x

CHF 25,948 10.8x

USD 19,330 8.1x

HKD 9,347 3.9x

DKK 6,455 2.7x

KRW 5,232 2.2x

AUD 2,863 1.2x

SEK 1,820 0.8xxx

* Amounts reflect the carrying value of monetary and non-monetary items (including the notionalamount of forward foreign currency contracts, if any).


Currency (note 2l)Total Currency

Exposure* ($000s)% of

Net Assetsx

x

EUR 54,400 30.6x

GBP 37,634 21.2x

JPY 34,616 19.5x

CHF 17,088 9.6x

HKD 7,144 4.0x

USD 6,802 3.8x

AUD 6,548 3.7x

DKK 3,492 2.0x

KRW 2,895 1.6x

SEK 2,079 1.2x

SGD 1,490 0.8x

NOK 956 0.5xxx

* Amounts reflect the carrying value of monetary and non-monetary items (including the notionalamount of forward foreign currency contracts, if any).

The table that follows indicates how net assets as at December 31, 2015 and 2014 wouldhave decreased or increased had the Canadian dollar strengthened or weakened by 1%in relation to all foreign currencies. This analysis assumes that all other variables remainunchanged. In practice, the actual results may differ from this analysis and the differencecould be material.


x

Impact on Net Assets ($000s) 2,355 1,768xx

Interest Rate RiskAs at December 31, 2015 and 2014, the majority of the Pool’s financial assets andliabilities are non-interest bearing and short-term in nature; accordingly, the Pool is notsubject to significant amounts of risk due to fluctuations in the prevailing levels of marketinterest rates.

Liquidity RiskLiquidity risk is the risk that the Pool will encounter difficulty in meeting obligationsassociated with financial liabilities. The Pool is exposed to daily cash redemptions ofredeemable units. The Pool maintains sufficient cash on hand to fund anticipatedredemptions.

With the exception of derivative contracts, where applicable, all of the Pool’s financialliabilities are short-term liabilities maturing within 90 days after the period end.

For pools that hold derivative contracts with a term-to-maturity that exceeds 90 days fromthe period end, further information related to those contracts can be referenced in thederivative schedules following the Schedule of Investment Portfolio.

14



Other Price/Market RiskThe table that follows indicates how net assets as at December 31, 2015 and 2014 wouldhave increased or decreased had the value of the Pool’s benchmark(s) increased ordecreased by 1%. This change is estimated based on the historical correlation betweenthe return of Class A units of the Pool as compared to the return of the Pool’sbenchmark(s), using 36 monthly data points, as available, based on the monthly netreturns of the Pool. This analysis assumes that all other variables remain unchanged. Thehistorical correlation may not be representative of the future correlation and, accordingly,the impact on net assets could be materially different..

Impact on Net Assets ($000s)

Benchmark December 31, 2015 December 31, 2014x

x

MSCI EAFE Index 2,291 1,658xx

Fair Value Measurement of Financial InstrumentsThe following is a summary of the inputs used as at December 31, 2015 and 2014 invaluing the Pool’s financial assets and financial liabilities, carried at fair value:

As at December 31, 2015Level 1 (i) Level 2 (ii) Level 3 (iii) Total

Classification ($000s) ($000s) ($000s) ($000s)xx

Financial Assetsx

Equities 20,201 213,660 – 233,861xxx

Total Financial Assets 20,201 213,660 – 233,861xx

x

(i) Quoted prices in active markets for identical assetsx

(ii) Significant other observable inputsx

(iii) Significant unobservable inputs

As at December 31, 2014Level 1 (i) Level 2 (ii) Level 3 (iii) Total

Classification ($000s) ($000s) ($000s) ($000s)xx

Financial Assetsx

Equities 7,114 168,131 – 175,245xxx

Total Financial Assets 7,114 168,131 – 175,245xx

x

(i) Quoted prices in active markets for identical assetsx

(ii) Significant other observable inputsx

(iii) Significant unobservable inputs

Transfer of assets between Level 1 and Level 2Financial assets and liabilities transferred from Level 1 to Level 2 are the result ofsecurities no longer being traded in an active market..


x

Fair value of assets transferred from Level 1 toLevel 2 during the period ($000s) 1,994 –

x

x

Financial assets and liabilities transferred from Level 2 to Level 1 are the result ofsecurities now being traded in an active market..


x

Fair value of assets transferred from Level 2 toLevel 1 during the period ($000s) 1,742 –

x

x

Reconciliation of financial asset and liability movement – Level 3The Pool did not hold any significant positions of Level 3 investments at the beginning of,during, or at the end of either reporting period.

15

Notes to Financial Statements

x

As at and for the periods as disclosed in the financial statements (note 1)

1.Organization of the Funds and Financial Reporting Periods

The Imperial Pools consist of Imperial Money Market Pool, Imperial Short-Term Bond Pool, Imperial Canadian Bond Pool, Imperial Canadian Diversified Income Pool, Imperial International Bond Pool, Imperial EquityHigh Income Pool, Imperial Canadian Dividend Income Pool, Imperial Global Equity Income Pool, Imperial Canadian Equity Pool, Imperial U.S. Equity Pool, Imperial International Equity Pool, Imperial Overseas Equity Pool,and Imperial Emerging Economies Pool (individually, a Pool, and collectively, the Pools).

Conservative Income Portfolio, Balanced Income Portfolio and Enhanced Income Portfolio (individually, a Portfolio, and collectively, the Portfolios) were established on December 14, 2015.

Each of the Imperial Pools and Portfolios (individually, a Fund, and collectively, the Funds) is a mutual fund trust organized under the laws of Ontario and governed by a declaration of trust (Declaration of Trust). Theaddress of the Funds' registered office is 18 York Street, Suite 1300, Toronto, Ontario.

Canadian Imperial Bank of Commerce (CIBC) is the manager (the Manager) of the Funds and CIBC Trust Corporation is the trustee (the Trustee) of the Funds. Each Fund may issue an unlimited number of classes ofunits and an unlimited number of units of each class. As at the date of these financial statements, Class A units of each of the Pools are offered for sale. In the future, the offering of any classes of a Fund may beterminated or additional classes may be offered.

The date upon which each Fund was established by Declaration of Trust (Date Established) and the date upon which units of each Fund was first sold to the public (Inception Date) are reported in footnote Organizationof the Fund on the Statements of Financial Position.

The Schedule of Investment Portfolio of each Fund is as at December 31, 2015. The Statements of Financial Position of each of the Funds are as at December 31, 2015 and 2014. The Statements of ComprehensiveIncome, Statements of Changes in Net Assets Attributable to Holders of Redeemable Units, and Statements of Cash Flows of each of the Funds are for the years ended December 31, 2015 and 2014, except for Fundsestablished during either year, in which case the information presented is from the Date Established or the Inception Date to December 31, 2015 or 2014.

These financial statements were approved for issuance by the Manager on March 2, 2016.xx

2.Summary of Significant Accounting Policies

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB). The Funds adopted IFRS in2014 as required by Canadian securities legislation and the Canadian Accounting Standards Board. Previously, the Funds prepared their financial statements in accordance with Canadian generally acceptedaccounting principles (GAAP) as defined in Part V of the CPA Canada Handbook.

The financial statements have been prepared on a going concern basis using the historical cost convention. However, each Fund is an investment entity and primarily all financial assets and financial liabilities aremeasured at fair value in accordance with IFRS. Accordingly, the Funds’ accounting policies for measuring the fair value of investments and derivatives are consistent with those used in measuring the Net Asset Valuefor transactions with unitholders. In applying IFRS, these financial statements include estimates and assumptions made by management that affect the reported amounts of assets, liabilities, income, and expensesduring the reporting periods. However, existing circumstances and assumptions may change due to market changes or circumstances arising beyond the control of the Funds. Such changes are reflected in theassumptions when they occur.

These financial statements have been presented in Canadian dollars, which is the Funds’ functional currency (unless otherwise noted).

a) Financial Instruments

Classification and recognition of financial instruments

In accordance with IAS 39 Financial Instruments: Recognition and Measurement, financial assets and financial liabilities are classified at initial recognition into the following categories:

Financial assets and liabilities at fair value through profit or loss (FVTPL)

This category is sub-divided into:

l Financial instruments classified as Held For Trading: Financial assets and liabilities are classified as Held For Trading if they are acquired for the purpose of selling and/or repurchasing in the near term, andare acquired principally for the purpose of generating a profit from short-term fluctuations in price. Derivatives and securities sold short held by the Funds are classified as Held For Trading and do not meetthe definition of effective hedging instruments as defined by IAS 39.

l Financial instruments designated as FVTPL through inception: All investments held by the Funds, excluding those classified as Held For Trading (discussed above), are designated as fair value through profitor loss upon initial recognition. These financial assets are designated upon initial recognition on the basis that they are part of a group of financial assets that are managed and have their performanceevaluated on a fair value basis, in accordance with risk management and investment strategies of the Funds, as set out in the Funds’ prospectus.

Loans and receivables

The Funds include in this category receivable balances relating to portfolio investments and other short-term receivables such as receivable for units issued.

Other financial liabilities

This category includes all financial liabilities, other than those classified as fair value through profit or loss. The Funds include in this category amounts relating to payables for portfolio securities purchased and otheraccrued liabilities such as payable for units redeemed and distributions payable to holders of redeemable units.

All Funds have contractual obligations to distribute cash to the unitholders. As a result, each Fund's obligation for net assets attributable to holders of redeemable units represents a financial liability and is presentedat the redemption amount.

b) Risk management

The Funds’ overall risk management approach includes formal guidelines that govern the extent of exposure to various types of risk, including diversification within asset classes and limits on the exposure to individualinvestments and counterparties. In addition, derivative financial instruments may be used to manage certain risk exposures. The Manager also has various internal controls to oversee the Funds’ investment activities,including monitoring compliance with the investment objectives and strategies, internal guidelines, and securities regulations. Please refer to each Fund’s Supplemental Schedule to Schedule of InvestmentPortfolio for specific risk disclosures.

Fair value of financial instruments by using valuation techniques

Financial instruments are valued at their fair value which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date. Refer to note 3a to 3f for valuation of each specific type of financial instrument held by the Funds. The fair value of financial assets and liabilities traded in active markets are based on quotedmarket 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 price that is most representative of fair value based on the specific facts and circumstances.

For financial assets and financial liabilities that are not traded in an active market, fair value is determined using valuation techniques.

The Funds classify fair value measurement within a hierarchy which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority tounobservable inputs (Level 3). The three levels of the fair value hierarchy are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable for the asset or liability.

16

p / 2 Notes to Financial Statements

If inputs are used to measure an asset’s or liability’s fair value, the classification within the hierarchy is based on the lowest level input that is significant to the fair value measurement. Each Fund’s fair value hierarchyclassification of its assets and liabilities is included in the Supplemental Schedule to Schedule of Investment Portfolio.

The carrying values of all non-investment assets and liabilities approximate their fair values due to their short-term nature. Fair values are classified as Level 1 when the related security or derivative is actively tradedand a quoted price is available. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless themeasurement of its fair value requires the use of significant unobservable inputs, in which case it is classified as Level 3.

The Manager is responsible for performing the fair value measurements included in the financial statements of a Fund, including the Level 3 measurements. The Manager obtains pricing from third-party pricingvendors and the pricing is reviewed daily. At each financial reporting date, the Manager reviews and approves all Level 3 fair value measurements. The Funds also have a Valuation Committee which meets quarterly toperform detailed reviews of the valuations of investments held by the Funds which includes discussion on Level 3 measurements.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument, such as a fixed income security or a derivative contract, will fail to discharge an obligation or commitment that it has entered into with the Funds. Thevalue of fixed income securities and derivatives as presented on the Schedule of Investment Portfolio includes consideration of the creditworthiness of the issuer and, accordingly, represents the maximum credit riskexposure of the Funds. Certain Funds may invest in short-term fixed income securities issued or guaranteed primarily by the Government of Canada or any Canadian provincial government, obligations of Canadianchartered banks or trust companies, and commercial paper with approved credit ratings. The risk of default on these short-term fixed income securities is considered low and these securities primarily have creditratings of ‘A-1 (Low)’ or higher (as rated by Standard & Poor’s, a division of McGraw Hill Financial, Inc., or equivalent rating from another rating service).

The Funds may engage in securities lending transactions. The credit risk related to securities lending transactions is limited by the fact that the value of cash or securities held as collateral by the Funds in connectionwith these transactions is at least 102% of the fair value of the securities loaned. The collateral and loaned securities are marked to market on each business day. Further information regarding the collateral andsecurities on loan can be found in the footnotes to the Statements of Financial Position and in note 2j.

Currency risk

Currency risk is the risk that the value of an investment will fluctuate due to changes in foreign exchange rates. Mutual funds may invest in securities denominated or traded in currencies other than the funds’reporting currency.

Interest rate risk

Prices of fixed income securities generally increase when interest rates decline and decrease when interest rates rise. This risk is known as interest rate risk. Prices of longer-term fixed income securities will generallyfluctuate more in response to interest rate changes than would shorter-term securities. Due to the nature of short-term fixed income securities with a remaining term-to-maturity of less than one year, theseinvestments are not generally exposed to a significant risk that their value will fluctuate in response to changes in the prevailing levels of market interest rates.

Liquidity risk

The Funds are exposed to daily cash redemptions of redeemable units. Generally, the Funds retain sufficient cash and cash equivalent positions to maintain adequate liquidity. However, liquidity risk also involves theability to sell an asset for cash easily and at a fair price. Some securities are illiquid due to legal restrictions on their resale, the nature of the investment, or simply a lack of interested buyers for a particular security orsecurity type. Certain securities may become less liquid due to changes in market conditions, such as interest rate changes or market volatility, which could impair the ability of a Fund to sell such securities quickly or ata fair price. Difficulty in selling securities could result in a loss or lower return for a Fund.

Other price/market risk

Other price/market risk is the risk that the value of investments will fluctuate as a result of changes in market conditions. Several factors can influence market trends, such as economic developments, changes ininterest rates, political changes, and catastrophic events. All investments are exposed to other price/market risk.

c) Investment Transactions, Income Recognition, and Recognition of Realized and Unrealized Gains and Losses

i) Interest for distribution purposes shown on the Statements of Comprehensive Income represents the coupon interest received by the Fund accounted for on an accrual basis. The Funds do not amortizepremiums paid or discounts received on the purchase of fixed income securities except for zero coupon bonds, which are amortized on a straight-line basis.

ii) Dividend income is recorded on the ex-dividend date.

iii) Securities that are exchange-traded are recorded at fair value established by the last traded market price when that price falls within that day’s bid-ask spread. Debt securities are recorded at fair value,established by the last traded price on the over-the-counter market (OTC) when that 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 price that is most representative of fair value based on the specific facts and circumstances. Unlisted securities are recorded at fair value using fair valuation techniquesestablished by the Manager in establishing a fair value.

iv) Realized gains and losses on investments and unrealized appreciation or depreciation of investments are calculated using the average cost, excluding transaction costs, of the related investments.

v) Other income is the sum of income, excluding transaction costs, other than that which is separately classified on the Statements of Comprehensive Income.

d) Offsetting

Financial assets and liabilities are offset and the net amount reported in the Statements of Financial Position, if there is a currently enforceable legal right to offset the recognized amounts and there is an intention tosettle on a net basis, or to realize the asset and settle the liability simultaneously.

Where applicable, additional information can be found in the table Offsetting Arrangements as part of the Supplemental Schedule to Schedule of Investment Portfolio. This supplemental schedule discloses the OTCderivatives which are subject to offsetting.

e) Portfolio Securities

The cost of securities of a Fund is determined in the following manner: securities are purchased and sold at a market-traded price to arrive at a value for the position traded. The total purchased value represents thetotal cost of the security to the Fund. When additional units of the same security are purchased, the cost of those additional units is added to the total security cost. When units of the same security are sold, theproportionate cost of the units of the security sold is deducted from the total security cost. If there is a return of capital paid by a security, the amount of this return of capital is deducted from the total security cost.This method of tracking security cost is known as “average cost” and the current total for any one security is referred to as the “adjusted cost base” or “ACB” of the security. Transaction costs incurred in portfoliotransactions are excluded from the average cost of investments and are recognized immediately in net income and are presented as a separate expense item in the financial statements.

The difference between the fair value of securities and their average cost, excluding transaction costs, represents the unrealized appreciation (depreciation) in value of the portfolio investments. The applicable periodchange in unrealized appreciation (depreciation) of investments is included on the Statements of Comprehensive Income.

Short-term investments on the Schedule of Investment Portfolio are presented at their amortized cost which approximates the fair value. Accrued interest for bonds is disclosed separately on the Statements ofFinancial Position.

f) Foreign Exchange

The value of investments and other assets and liabilities denominated in foreign currencies is translated into Canadian dollars, which is the Funds’ functional and presentation currency at the current rates prevailing oneach valuation date (unless otherwise indicated).

Purchases and sales of investments, income, and expenses are translated into Canadian dollars, which is the Pools’ functional and presentation currency at the foreign exchange rates prevailing on the dates of suchtransactions. Foreign currency translation gains (losses) on investments and income transactions are included in Net realized gain (loss) on foreign currency on the Statements of Comprehensive Income.

g) Forward Foreign Currency Contracts

The Funds may enter into forward foreign currency contracts for either hedging or non-hedging purposes where such activity is consistent with their investment objectives and as permitted by the Canadian securitiesregulatory authorities.

17

Notes to Financial Statements p / 3

Changes in the fair value of forward foreign currency contracts are included in derivative assets or derivative liabilities on the Statements of Financial Position and are recorded as an Increase (decrease) in unrealizedappreciation (depreciation) of investments and derivatives during the applicable period on the Statements of Comprehensive Income.

The gain or loss arising from the difference between the value of the original forward foreign currency contract and the value of such contract at close or delivery is realized and recorded as Net realized gain (loss) onforeign currency for Pools that use the forward foreign currency contracts for hedging or as Derivative income (loss) for Pools that do not use the forward foreign currency contracts for hedging.

h) Futures Contracts

The margin deposits with brokers relating to futures contracts are included in Margin on the Statements of Financial Position. Any change in the margin requirement is settled daily and included in Receivable forportfolio securities sold or Payable for portfolio securities purchased on the Statements of Financial Position.

Any difference between the settlement value at the close of business on each valuation date and the settlement value at the close of business on the previous valuation date is recorded as Derivative income (loss) onthe Statements of Comprehensive Income.

i) Options

Premiums paid for purchased call and put options are included in derivative assets and subsequently measured at fair value on the Statements of Financial Position. When a purchased option expires, the Fund willrealize a loss in the amount of the cost of the option. For a closing transaction, the Fund will realize a gain or loss depending on whether the proceeds are greater or less than the premium paid at the time of purchase.When a purchased call option is exercised, the cost of the security purchased is increased by the premium paid at the time of purchase.

Premiums received from writing options are included in derivative liabilities and subsequently measured at fair value on the Statements of Financial Position as initial reductions in the value of investments. Premiumsreceived from writing options that expire unexercised are recorded as realized gains and reported as Net gain (loss) on sale of investments and derivatives on the Statements of Comprehensive Income. For a closingtransaction, if the cost of closing the transaction exceeds the premium received, the Fund will record a realized loss or, if the premium received at the time the option was written is greater than the amount paid,the Fund will record a realized gain and are reported as Net gain (loss) on sale of investments and derivatives. If a written put option is exercised, the cost for the security delivered is reduced by the premiums receivedat the time the option was written.

j) Securities Lending

A Fund may lend portfolio securities in order to earn additional revenue, which is disclosed on the Statements of Comprehensive Income. The loaned assets of any one Fund are not permitted to exceed 50% of thefair value of the assets of that Fund (excluding collateral debt for the loaned securities). The minimum allowable collateral is 102% of the fair value of the loaned securities as per the requirements of NationalInstrument 81-102-Investment Funds. Collateral can consist of the following:

i) Cash.

ii) Qualified securities;

iii) Irrevocable letters of credit issued by a Canadian financial institution that is not the counterparty, or an affiliate counterparty, of the pool in the transaction, if evidences of indebtedness of the Canadianfinancial institution that are rated as short-term debt by an approved credit rating organization have an approved credit rating.

iv) Securities that are immediately convertible into securities of the same issuer, class, or type, and the same term, as the securities loaned.

v) The fair value of the loaned securities is determined on the close of any valuation date and any additional required collateral is delivered to the Pool on the next business day. The securities on loancontinue to be included on the Schedule of Investment Portfolio, and are included in the total value on the Statements of Financial Position in Investments (non-derivative financial assets) at fair value.Where applicable, a Fund’s securities lending transactions are reported in footnote Securities Lending on the Statements of Financial Position.

k) Loans and Receivables, Other Assets and Liabilities

Loans and Receivables, other assets and liabilities (other than those classified as FVTPL) are recorded at cost, which approximates their fair value, with the exception of Net Assets Attributable to Holders ofRedeemable Units which are presented at the redemption value.

l) Legend of Abbreviations

The following is a list of abbreviations (foreign currency translation and others) that may be used in the Schedule of Investment Portfolio:x

x..x

x

Currency Abbreviations

x..

ARS – Argentine Peso JPY – Japanese Yen..

AUD – Australian Dollar KRW – South Korean Won..

BRL – Brazilian Real MAD – Morocco Dirham..

CAD – Canadian Dollar MXN – Mexican Peso..

CHF – Swiss Franc MYR – Malaysian Ringgit..

CLP – Chilean Peso NOK – Norwegian Krone..

CNY – Chinese Renminbi NZD – New Zealand Dollar..

COP – Colombian Peso PHP – Philippine Peso..

CZK – Czech Koruna PLN – Polish Zloty..

DKK – Danish Krone RUB – Russian Ruble..

EGP – Egyptian Pound SEK – Swedish Krona..

EUR – Euro SGD – Singapore Dollar..

GBP – British Pound THB – Thai Baht..

HKD – Hong Kong Dollar TRY – New Turkish Lira..

HUF – Hungarian Forint TWD – Taiwan Dollar..

IDR – Indonesian Rupiah USD – United States Dollar..

ILS – Israeli Shekel ZAR – South African Rand..

INR – Indian Rupee..

Other Abbreviations

..

ADR – American Depositary Receipt..

CVO – Contingent Value Obligations..

ETF – Exchange-Traded Fund..

GDR – Global Depositary Receipt Securities..

NVDR – Non-Voting Depositary Receiptxxxxxxxx

18


m) Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance of the Funds’ financial statements are listed below. The Funds intend to adopt applicable standards when they become effective.

IFRS 9, Financial Instruments - Classification and Measurement

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurementand all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or afterJanuary 1, 2018, with early application permitted. The Funds are in the process of assessing the impact of IFRS 9.

n) Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Units per Unit

Increase (decrease) in net assets attributable to holders of redeemable units per unit of each class is calculated by dividing the Increase (decrease) in net assets attributable to holders of redeemable units (excludingdistributions), as reported on the Statements of Comprehensive Income, by the weighted average number of units in issue during the related period.

3. Valuation of Investments

The valuation date (Valuation Date) for a Fund is any day when the Manager’s head office is open for business. The Manager may, at its discretion, establish other Valuation Dates.

The fair value of the investments or assets of a Fund is determined as follows:

a) Cash and Other Assets

Cash, accounts receivable, dividends receivable, distributions receivable, and interest receivable are valued at fair value or at their recorded cost, plus or minus any foreign exchange between recognition of the assetby the Fund and the current Valuation Date, which approximates fair value.

b) Bonds, Debentures, and Other Debt Obligations

Bonds, debentures, and other debt obligations are fair valued using the last traded price provided by a recognized vendor upon the close of trading on a Valuation Date, whereby the last traded price falls within thatday’s bid-ask spread. If the last traded price does not fall within that day’s bid-ask spread, then the Manager will determine the price that is most representative of fair value based on the specific facts andcircumstances.

c) Listed Securities, Unlisted Securities, and Fair Value Pricing of Foreign Securities

Any security that is listed or traded on a securities exchange is fair valued using the last traded price, whereby the last traded price falls within that day’s bid-ask spread or, if there is no traded price on that exchangeor the last traded price does not fall within that day’s bid-ask spread and in the case of securities traded on an OTC market, at the fair value as determined by the Manager as an appropriate basis for valuation. In suchsituations, a fair value will be determined by the Manager to establish current value. If any securities are inter-listed or traded on more than one exchange or market, the Manager will use the principal exchange ormarket for the fair value of such securities.

Units of each mutual fund in which a Fund invests will be valued at fair value using the most recent net asset value quoted by the Trustee or Manager of the mutual fund on the Valuation Date.

Unlisted securities are fair valued using the last traded price quoted by a recognized dealer, or the Manager may determine a price that more accurately reflects the fair value of these securities if the Manager feelsthe last traded price does not reflect fair value.

Fair value pricing is designed to avoid stale prices and to provide a more accurate fair value, and may assist in the deterrence of harmful short-term or excessive trading in the Fund. When securities listed or traded onmarkets or exchanges that close prior to North or South American markets or exchanges are valued by the Manager at their fair market value, instead of using quoted or published prices, the prices of such securitiesused to calculate the Fund’s net assets or net asset value may differ from quoted or published prices of such securities.

d) Derivatives

Long positions in options, debt-like securities, and listed warrants are valued at fair value using the last traded price as established on either their principal trading exchange or by a recognized dealer in such securities,whereby the last traded price falls within that day’s bid-ask spread and the credit rating of each counterparty (as rated by Standard & Poor’s, a division of McGraw Hill Financial, Inc.) meets or exceeds the minimumapproved credit rating.

When any option is written by any Fund, the premium received by the Fund will be reflected as a liability that will be valued at an amount equal to the current fair value of the option that would have the effect ofclosing the position. Any difference resulting from revaluation shall be treated as an unrealized gain or loss on investment; the liability shall be deducted in arriving at the net assets attributable to holders ofredeemable units of the Fund. The securities that are the subject of a written option, if any, will be valued in the manner described above for listed securities.

Futures contracts, forward contracts, or swaps will be valued at fair value of the gain or loss, if any, that would be realized on the Valuation Date if the position in the futures contracts, forward contracts, or swapswere to be closed out.

Margin paid or deposited in respect of futures contracts and forward contracts will be reflected as an account receivable and margin consisting of assets other than cash will be noted as held as collateral.

Other derivatives and margin are fair valued in a manner that the Manager determines to represent their fair value.

e) Restricted Securities

Restricted securities purchased by any Fund will be fair valued in a manner that the Manager determines to represent their fair value.

f) Other Investments

All other investments of the Funds will be fair valued in accordance with the laws of the Canadian securities regulatory authorities, where applicable.

The value of any security or other property of a Fund for which a market quotation is not readily available or where the market quotations do not properly reflect the fair value of such securities will be determined bythe Manager by valuing the securities at their fair value. In such situations, fair value will be determined using the fair valuation technique that most accurately reflects the fair value as established by the Manager.

4. Interest in Underlying Funds

The Funds may invest in other investment funds (Underlying Funds). Each Underlying Fund invests in a portfolio of assets to generate returns in the form of investment income and capital appreciation for itsunitholders. Each Underlying Fund finances its operations primarily through the issuance of redeemable units, which are puttable at the unitholder's option and entitle the unitholder to a proportionate share of theunderlying fund's net assets. The Fund's interests in Underlying Funds held in the form of redeemable units, are reported in its Schedule of Investments at fair value, which represents the Funds’ maximum exposure onthose investments. The Funds' interests in underlying funds as at the prior year period ends are presented in the Financial Instruments Risks - Concentration Risk section in the Supplemental Schedule to Schedule ofInvestment Portfolio. Distributions earned from Underlying Funds are included in “Investment Income” in the Statements of Comprehensive Income. The total realized and change in unrealized gains (losses) arisingfrom Underlying Funds are also included in the Statement of Comprehensive Income. The Funds do not provide any additional significant financial or other support to Underlying Funds.

Where applicable, the table “Interests in Underlying Funds” is presented as part of the Supplemental Schedule to Schedule of Investment Portfolio provides additional information on the Funds’ investments inUnderlying Funds where the ownership interest exceeds 20% of each Underlying Fund.

5. Redeemable Units Issued and Outstanding

Each Fund is permitted to have an unlimited number of classes of units and may issue an unlimited number of units of each class. The outstanding units represent the capital of a Fund. Each unit has no par value andthe value of each unit is the net assets attributable to holders of redeemable units per unit next determined. Settlement of the cost for units issued is completed as per security regulations in place at the time of issue.Distributions made by a Fund and reinvested by unitholders in additional units also constitute issued redeemable units of a Fund.

Units are redeemed at the net assets attributable to holders of a redeemable unit per unit of a Fund. A right to redeem units of a Fund may be suspended with the approval of the Canadian securities regulatoryauthorities or when normal trading is suspended on a stock, options, or futures exchange within Canada or outside of Canada on which securities or derivatives that make up more than 50% of the value or underlying

19

Notes to Financial Statements p / 5

exposure of the total assets of a Fund, not including any liabilities of a Fund, are traded and when those securities or derivatives are not traded on any other exchange that represents a reasonably practical alternativefor a Fund. The Fund is not subject to any externally imposed capital requirements.

The capital received by a Fund is utilized within the respective investment mandate of the Fund. This includes the ability to make liquidity available to satisfy unitholder unit redemption requirements upon theunitholder’s request.

Changes in issued and outstanding units for the years ended December 31, 2015 and 2014 can be found on the Statements of Changes in Net Assets Attributable to Holders of Redeemable Units.x

6. Management Fees and Operating Expenses

Management fees are based on the net asset value of the Funds and are calculated daily. Management fees are paid to the Manager in consideration for providing, or arranging for the provision of, management,distribution, and portfolio advisory services. The maximum annual management fee expressed as a percentage of the average net asset value that can be charged by a Fund is reported in footnote MaximumChargeable Annual Management Fee Rates on the Statements of Comprehensive Income.

In addition to the management fees, the Funds are responsible for all expenses relating to the operation and conduct of the business of the Funds, which may include interest, operating, and administrative costs (otherthan advertising and promotional expenses, which are the responsibility of the Manager), brokerage fees, commissions, spreads, regulatory fees, Independent Review Committee fees, taxes, audit and legal fees andexpenses, safekeeping and custodial fees, investor servicing costs, and costs of unitholder reports, prospectuses, and other reports. All such operating expenses are paid by the Manager and recovered from the Funds.The Funds do not pay a fee to the Trustee.

The Manager may recover less than the actual operating expenses paid by the Manager, resulting in the Manager absorbing expenses. The Manager may also charge to a Fund less than the maximum managementfee in footnote Maximum Chargeable Annual Management Fee Rates on the Statements of Comprehensive Income, resulting in the Manager waiving management fees.

At its sole discretion, the Manager may stop absorbing operating expenses and/or waiving management fees at any time. Operating expenses absorbed and/or management fees waived by the Manager are disclosedon the Statements of Comprehensive Income.

In some cases, the Manager may charge management fees to a Fund that are less than the management fees the Manager is entitled to charge in respect of certain investors in a Fund. The difference in the amount ofthe management fees will be paid out by the Fund to the applicable investors as a distribution of additional units of the Fund (Management Fee Distributions). Management Fee Distributions are negotiable betweenthe Manager and the investor and are dependent primarily on the size of the investor’s investment in the Fund. Management Fee Distributions paid to qualified investors do not adversely impact the Fund or any of theFund’s other investors. The Manager may increase or decrease the amount of Management Fee Distributions to certain investors from time to time.

7. Income Taxes and Withholding Taxes

The Funds qualify as mutual fund trusts under the Income Tax Act (Canada). No income tax is payable by the Funds on net income and/or net realized capital gains that are distributed to unitholders. In addition, incometaxes payable on undistributed net realized capital gains are refundable on a formula basis when units of the Funds are redeemed. Sufficient net income and realized capital gains of the Funds have been, or will be,distributed to the unitholders such that no tax is payable by the Funds and, accordingly, no provision for income taxes has been made in the financial statements. Occasionally, a Fund may pay distributions in excess ofthe net income and net realized capital gains of the Fund. This excess distribution is called a return of capital and is non-taxable to the unitholder. However, a return of capital reduces the average cost of theunitholder’s units for tax purposes, which may result in a capital gain to the unitholder to the extent the average cost becomes less than zero.

Non-capital losses that arose in 2006 and thereafter are available to be carried forward for 20 years.

Capital losses for income tax purposes may be carried forward indefinitely and applied against capital gains realized in future years. Where applicable, a Fund’s net capital and non-capital losses are reported infootnote Net Capital and Non-Capital Losses on the Statements of Changes in Net Assets Attributable to Holders of Redeemable Units.

The Funds have a taxation year-end of December 15 (except Imperial Money Market Pool, which has a taxation year-end of December 31).

The Funds currently incur withholding taxes imposed by certain countries on investment income and capital gains. Such income and gains are recorded on a gross basis and the related withholding taxes are shown asa separate expense in the Statements of Comprehensive Income.

8. Brokerage Commissions and Fees

The total commissions paid by the Funds to brokers in connection with portfolio transactions are reported in footnote Brokerage Commissions and Fees on the Statements of Comprehensive Income of each Fund. Inallocating brokerage business to a dealer, consideration may be given by the portfolio sub-advisors of the Funds for the provision of goods and services by the dealer or a third party, other than order execution (referredto in the industry as “soft dollar” arrangements). These goods and services are paid for with a portion of brokerage commissions and assist the portfolio sub-advisors with their investment decision-making services tothe Funds or relate directly to executing portfolio transactions on behalf of the Funds. The total soft dollar payments paid by the Funds to brokers are reported in footnote Brokerage Commissions and Fees on theStatements of Comprehensive Income of each Fund. In addition, the Manager may enter into commission recapture arrangements with certain dealers with respect to the Fund. Any commission recaptured will be paidto the applicable Fund.

Fixed income and certain other securities are transacted in an OTC market, where participants are dealing as principals. Such securities are generally traded on a net basis and do not normally involve brokeragecommissions, but will typically include a “spread” (being the difference between the bid and the offer prices on the security of the applicable marketplace).

Spreads associated with fixed income securities trading and certain other securities are not ascertainable and, for that reason, are not included in the dollar amounts. In addition, the soft dollar amounts only includethe value of research and other services supplied by a third party to CIBC Asset Management Inc. (CAMI or the Portfolio Advisor) and any portfolio sub-advisors, as the value of the services supplied to the PortfolioAdvisor and any portfolio sub-advisors by the dealer is not ascertainable. When these services benefit more than one Fund, the costs are allocated among the Funds based on transaction activity or some other fairbasis as determined by the Portfolio Advisor and any portfolio sub-advisors.x

9. Related Party Transactions

CIBC and its affiliates have the following roles and responsibilities with respect to the Funds and receive the fees described below in connection with their roles and responsibilities. The Funds may hold securities ofCIBC. CIBC and its affiliates may also be involved in underwriting or lending to issuers of securities that may be held by the Funds, have purchased or sold securities from or to the Funds while acting as principal, havepurchased or sold securities from or to the Funds on behalf of another investment fund managed by CIBC or an affiliate, and also may have been involved as a counterparty to derivative transactions. Management feespayable and other accrued expenses on the Statements of Financial Position are amounts generally payable to a related party of the Fund.

Manager, Trustee, Portfolio Advisor, and certain Portfolio Sub-Advisors of the Funds

CIBC is the Manager, CIBC Trust Corporation is the Trustee, and CAMI is the portfolio advisor of each of the Funds. American Century Investment Management, Inc. (ACI) is a portfolio sub-advisor to certain Funds.Although not an affiliate, CIBC currently owns a 41% equity interest in ACI. On December 21, 2015, CIBC announced that it entered into a definitive agreement to sell its minority position in ACI. The sale is expected tobe completed in the first half of 2016 and is subject to regulatory approval.

The Manager also arranges for fund administrative services (other than advertising and promotional, which are the responsibility of the Manager), legal, investor servicing, and costs of unitholder reports,prospectuses, and other reports. The Manager is the registrar and transfer agent for the Funds and provides, or arranges for the provision of, all other administrative services required by the Funds. The dollar amount(including all applicable taxes) of all fund administrative expenses (net of absorptions) that the Manager recovers from a Fund is reported in footnote Administrative and Other Fund Operating Expenses on theStatements of Comprehensive Income.

Brokerage Arrangements and Soft Dollars

The Portfolio Advisor generally delegates trading and execution authority to the portfolio sub-advisors. Where applicable, disclosure of the amounts of soft dollars can be found in the Brokerage Commission andFees schedule on the Statements of Comprehensive Income for each Fund.

The Portfolio Advisor and Portfolio sub-advisors make decisions, including the selection of markets and dealers and the negotiation of commissions, with respect to the purchase and sale of portfolio securities, certainderivative products (including futures), and the execution of portfolio transactions. Brokerage business may be allocated by the Portfolio Advisor and Portfolio sub-advisors, including ACI, to CIBC World Markets Inc.and CIBC World Markets Corp., each a subsidiary of CIBC. The total commissions paid to related brokers in connection with portfolio transactions are reported in footnote Brokerage Commissions and Fees on theStatements of Comprehensive Income of each Fund.

CIBC World Markets Inc. and CIBC World Markets Corp. may also earn spreads on the sale of fixed income and other securities, and certain derivative products (including forwards) to the Funds. Dealers, includingCIBC World Markets Inc. and CIBC World Markets Corp., may furnish goods and services, other than order execution, to the Portfolio Advisor and portfolio sub-advisors, including ACI, that process trades through them

20


(referred to in the industry as “soft dollar” arrangements). These goods and services are paid for with a portion of brokerage commissions and assist the Portfolio Advisor and portfolio sub-advisors with theirinvestment decision-making services to the Fund or relate directly to executing portfolio transactions on behalf of the Fund. As per terms of the portfolio sub-advisory agreements, such soft dollar arrangements are incompliance with applicable laws. Custodial fees directly related to portfolio transactions incurred by a Fund, otherwise payable by the Fund, shall be paid by CAMI, and/or dealer(s) directed by CAMI, up to the amountof the credits generated under soft dollar arrangements from trading on behalf of the Fund, or a portion of the Fund, during that month. The total soft dollar payments paid by the Fund to related brokers are reported infootnote Brokerage Commissions and Fees on the Statements of Comprehensive Income of each Fund. In addition, the Manager may enter into commission recapture arrangements with certain dealers with respect tothe Funds. Any commission recaptured will be paid to the relevant Fund.

Spreads associated with fixed income, other securities, and certain derivative products (including forwards) are not ascertainable and, for that reason, are not included in the dollar values. In addition, the soft dollaramounts only include the value of research and other services supplied by a third party to the Portfolio Advisor and portfolio sub-advisors, as the value of the services supplied to the Portfolio Advisor and portfoliosub-advisors by the dealer is not ascertainable. When these services benefit more than one Fund, the costs are allocated among the Funds based on transaction activity or some other fair basis as determined by thePortfolio Advisor and portfolio sub-advisors.

Custodian

The custodian holds all cash and securities for the Funds and ensures that those assets are kept separate from any other cash or securities that the custodian might be holding. The custodian also provides otherservices to the Funds including record keeping and processing of foreign exchange transactions. CIBC Mellon Trust Company is the custodian of the Funds (the Custodian). The Custodian may hire sub-custodians forthe Funds. The fees and spreads for services of the Custodian directly related to the execution of portfolio transactions by a Fund, or a portion of a Fund, are paid by CAMI and/or dealer(s) directed by CAMI up to theamount of the credits generated under soft dollar arrangements from trading on behalf of the Funds during that month. All other fees for the services of the Custodian are paid by the Manager, and charged tothe Funds on a recoverable basis. CIBC owns a 50% interest in CIBC Mellon Trust Company.

Service Provider

CIBC Mellon Global Securities Services Company (CIBC GSS) provides certain services to the Funds, including securities lending, fund accounting and reporting, and portfolio valuation. Such servicing fees are paid bythe Manager and charged to the Funds on a recoverable basis. CIBC indirectly owns a 50% interest in CIBC GSS.

The dollar amount paid by the Funds (including all applicable taxes) to CIBC Mellon Trust Company for custodial fees (net of absorptions) and to CIBC GSS for securities lending, fund accounting and reporting, andportfolio valuation (net of absorptions) for the years ended December 31, 2015 and 2014 is reported in footnote Service Provider on the Statements of Comprehensive Income.

10.Hedging

Certain foreign currency denominated positions have been hedged, or partially hedged, by forward foreign currency contracts as part of the investment strategies of certain Pools. These hedges are indicated by ahedging reference number on the Schedule of Investment Portfolio and a corresponding hedging reference number on the Schedule of Derivative Assets and Liabilities Forward Foreign Currency Contracts for thosePools.

11.Collateral on Specified Derivatives

Short-term investments may be used as collateral for futures contracts outstanding with brokers.x

21

Independent Auditors’ Report

x

To the Unitholders ofxxxxxxxxx

xx

x..

Imperial Money Market Pool Imperial U.S. Equity Pool..

Imperial Short-Term Bond Pool Imperial International Equity Pool..

Imperial Canadian Bond Pool Imperial Overseas Equity Pool..

Imperial Equity High Income Pool Imperial Emerging Economies Pool..

Imperial International Bond Pool Imperial Global Equity Income Pool..

Imperial Canadian Dividend Income Pool Conservative Income Portfolio..

Imperial Canadian Diversified Income Pool Balanced Income Portfolio..

Imperial Canadian Equity Pool Enhanced Income Portfolio......

(collectively, the “Funds”)xx

We have audited the accompanying financial statements of the Funds, which comprise the statements of financial position as at December 31, 2015 and 2014 (if applicable), and the statements of comprehensiveincome, changes in net assets attributable to holders of redeemable units and cash flows for the periods then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statementsManagement 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 managementdetermines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibilityOur 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 requirethat 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 auditors’ judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Funds’ preparation and fairpresentation 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 Funds’ internalcontrol. 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 thefinancial 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.

OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as at December 31, 2015 and 2014, and their financial performance and their cash flows for theperiods then ended in accordance with International Financial Reporting Standards.

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Toronto, CanadaMarch 11, 2016

22

Imperial Pools

CIBC

18 York Street, Suite 1300Toronto, Ontario

M5J 2T8

1-888-357-8777

Websitewww.cibc.com/mutualfunds

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