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JOV Prosperity Canadian Equity Fund

Audited Annual Financial StatementsMarch 31, 2019

Table Of Contents

Management's Responsibility for Financial Reporting 5Independent Auditor's Report 6Financial Statements

Jov Prosperity PooledJOV Prosperity Canadian Equity Fund 9

Generic Notes to the Financial Statements 16

Management's Responsibility for Financial Reporting

Management’s Responsibility for Financial Reporting

The accompanying financial statements are the responsibility of the manager to the Funds, “T.E. Investment Counsel, a member of iA Investment Counsel Inc.” (the “Manager”). They have been prepared in accordance with International Financial Reporting Standards using information available and include certain amounts that are based on the Manager’s best estimates and judgments.

The Manager has maintained appropriate processes to ensure that relevant and reliable financial information is produced. The significant accounting policies which management believes are appropriate for the Fund are described in Generic Note 3 to the Financial Statements.

The Board is responsible for oversight of the financial reporting process and for reviewing and approving the financial statements of the Fund. The Board also reviews the adequacy of internal controls over the financial reporting process, auditing matters and financial reporting issues with management and the external auditors.

Gerry DeBoerChief Financial Officer

Mark ArthurPresident and Chief Executive Officer

June 6, 2019

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. 1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Québec, Canada H3B 4Y1 T: +1 514 205 5000, F: +1 514 876 1502 “PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

Independent Auditor’s Report

To the Unitholders and Trustee of:

JOV Prosperity Canadian Equity Fund JOV Prosperity Canadian Fixed Income Fund JOV Prosperity International Equity Fund JOV Prosperity U.S. Equity Fund Leon Frazer Canadian Dividend Fund Leon Frazer Income Stability Fund Leon Frazer U.S. Dividend Companion Fund

(collectively, the Funds, individually, the Fund)

Our opinion

In our opinion, the accompanying March 31, 2019 annual financial statements of each of the Funds present fairly, in all material respects, the financial position of each Fund, its financial performance and its cash flows as at and for the periods indicated in generic note 1b) in accordance with International Financial Reporting Standards, as published by the International Accounting Standards Board (IFRS).

What we have audited The financial statements of each of the Funds comprise:

the statements of financial position as at the period-end dates indicated in generic note 1b);

the statements of comprehensive income for the periods indicated in generic note 1b);

the statements of changes in net assets attributable to holders of redeemable units for the periods indicated in generic note 1b);

the statements of cash flows for the periods indicated in generic note 1b); and

the notes to financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence We are independent of each of the Funds in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements of each of the Funds in accordance with IFRS, 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.

In preparing the financial statements, management is responsible for assessing the ability of each of the Funds to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate any of the Funds or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of each of the Funds.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole for each Fund are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements of each of the Funds.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements of each of the Funds, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit 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 internal control of each of the Funds.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of each of the Funds to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements of each of the Funds or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause any of the Funds to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements of each of the Funds, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Montréal, Quebec June 7, 2019

1 CPA auditor, CA, public accountancy permit No. A123633


Statements of Financial PositionAs at In thousands (except per unit figures)

March 31 2019

March 31 2018

$ $ASSETSCURRENT ASSETSInvestments 101,811 117,108Cash 1,837 1,367Receivable for investments sold 168 429Interest, dividends, distributions and other

receivable 262 216104,078 119,120

LIABILITIESCURRENT LIABILITIESPayable for investments purchased 27 -Redemptions payable 273 122Distributions payable 532 -Expenses payable 74 85

906 207NET ASSETS ATTRIBUTABLE TO

HOLDERS OF REDEEMABLE UNITS 103,172 118,913NET ASSETS ATTRIBUTABLE TO

HOLDERS OF REDEEMABLE UNITS BY SERIES

Series B 390 440Series O 102,782 118,473UNITS OUTSTANDINGSeries B 36 38Series O 6,978 7,452NET ASSETS ATTRIBUTABLE TO

HOLDERS OF REDEEMABLE UNITS PER UNIT

Series B 10.78 11.64Series O 14.73 15.90

Approved on behalf of the Board of Directors of iA Investment Counsel Inc.

Normand Pépin, Director Mark Arthur, Director

The accompanying Notes to the Financial Statements are an integral part of these statements.

Statements of Comprehensive IncomeFor periods ended March 31 2019 2018In thousands (except per unit figures) $ $INCOMEInterest for distribution purposes 141 121Dividends 2,837 2,747Securities lending 69 117Foreign exchange gain (loss) on cash - 1Other changes in fair value of investments and derivative financial

instrumentsInvestments:Net realized gain (loss) 4,023 1,561Net change in unrealized appreciation (depreciation) (7,956) (188)Net gain (loss) in fair value of investments (3,933) 1,373Derivative financial instruments:Net realized gain (loss) - -Net change in unrealized appreciation (depreciation) - -Net gain (loss) in fair value of derivative financial instruments - -

Total other changes in fair value of investments and derivative financial instruments (3,933) 1,373

(886) 4,359EXPENSESManagement fees 944 1,020Transaction costs 126 137

1,070 1,157INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS (1,956) 3,202INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS BY SERIESSeries B (8) 10Series O (1,948) 3,192INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS PER UNITSeries B (0.23) 0.26Series O (0.28) 0.42The accompanying Notes to the Financial Statements are an integral part of these statements.

iA INVESTMENT COUNSEL INC. 9 Audited Annual Financial Statements


Statements of Changes in Net Assets Attributable to Holders of Redeemable UnitsFor the periods ended March 31 2019 2018In thousands $ $NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE

UNITS AT THE BEGINNING OF THE PERIODSeries B 440 462Series O 118,473 122,246INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO

HOLDERS OF REDEEMABLE UNITSSeries B (8) 10Series O (1,948) 3,192DISTRIBUTIONS TO HOLDERS OF REDEEMABLE UNITSFrom net investment income:Series B (5) (5)Series O (1,721) (1,575)From realized gain on sale of investments and derivatives:Series B (16) -Series O (4,047) -

(5,789) (1,580)REDEEMABLE UNITS TRANSACTIONSProceeds from redeemable units issued:Series B - 5Series O 5,329 7,210Reinvestment of distributions to holders of redeemable units:Series B 21 6Series O 5,574 1,557Redemption of redeemable units:Series B (42) (38)Series O (18,878) (14,157)

(7,996) (5,417)NET INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITSSeries B (50) (22)Series O (15,691) (3,773)NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE

UNITS AT END OF THE PERIODSeries B 390 440Series O 102,782 118,473The accompanying Notes to the Financial Statements are an integral part of these statements.

Statements of Cash FlowsFor the periods ended March 31 2019 2018In thousands $ $CASH FLOWS FROM OPERATING ACTIVITIESIncrease (decrease) in net assets attributable to holders of

redeemable units (1,956) 3,202Adjustments

Interest for distribution purposes (141) (121)Dividends (2,837) (2,747)Foreign exchange loss (gain) on cash - (1)Net realized loss (gain) of investments and derivative financial

instruments (4,023) (1,561)Net change in unrealized depreciation (appreciation) of

investments and derivative financial instruments 7,956 188Proceeds from sale and maturity of investments 73,167 63,762Purchases of investments (61,515) (58,156)Increase / (decrease) in expenses payable (11) (2)

Interest received (paid) 141 121Dividends received, net of withholding taxes 2,791 2,778CASH FLOWS FROM OPERATING ACTIVITIES 13,572 7,463CASH FLOWS FROM FINANCING ACTIVITIESDistribution paid to holders of redeemable units net of reinvested

distributions 338 (21)Proceeds from issuances of redeemable units 5,329 7,215Issuance of units from other series (452) (1,528)Proceeds from redemption of redeemable units (18,920) (14,195)Change in redemptions payable 151 31Redemption of units from other series 452 1,528CASH FLOWS FROM FINANCING ACTIVITIES (13,102) (6,970)Foreign exchange gain (loss) on cash - 1NET INCREASE (DECREASE) IN CASH 470 494Cash (Bank Overdraft) at Beginning of the Period 1,367 873CASH (BANK OVERDRAFT) AT END OF THE PERIOD 1,837 1,367




Schedule of Investment PortfolioAs at March 31, 2019 In thousands (except number of securities)

Number of Securities

Average Cost

$

Carrying Value

$

CANADIAN EQUITIES (97.18%)CONSUMER DISCRETIONARY (5.52%)Boyd Group Income Fund 4,300 509 591BRP Inc. 3,834 168 142Canadian Tire Corp. Ltd., Class 'A' 6,100 538 878Cineplex Inc. 14,425 559 351Dollarama Inc. 11,700 458 417Gildan Activewear Inc. 26,300 969 1,265Leon's Furniture Ltd. 20,140 315 289Magna International Inc., Class 'A' 15,010 642 977Sleep Country Canada Holdings Inc. 17,400 380 330Transcontinental Inc., Class 'A' 27,189 663 455

5,201 5,695

CONSUMER STAPLES (4.07%)Alimentation Couche-Tard Inc., Class 'B' 23,800 1,049 1,875George Weston Ltd. 1,054 73 101Loblaw Cos. Ltd. 15,373 724 1,013Metro Inc., Class 'A' 8,800 430 433Premium Brands Holdings Corp. 10,045 665 773

2,941 4,195

ENERGY (16.80%)Canadian Natural Resources Ltd. 81,829 2,832 3,001Cenovus Energy Inc. 39,500 467 458CES Energy Solutions Corp. 209,265 1,092 571Enbridge Inc. 25,200 1,177 1,220Encana Corp. 83,200 1,162 805Enerex Ltd. 27,655 437 528Enerplus Corp. 44,200 483 495Ensign Energy Services Inc. 51,082 543 273Freehold Royalties Ltd. 44,220 527 372Gibson Energy Inc. 21,100 458 485Husky Energy Inc. 98,568 1,799 1,306Imperial Oil Ltd. 28,799 1,217 1,051Nuvista Energy Ltd. 82,700 576 356Parkland Fuel Corp. 15,200 659 621Pason Systems Inc. 25,640 455 500Pembina Pipeline Corp. 17,700 678 869Precision Drilling Corp. 41,729 289 132ShawCor Ltd. 28,161 870 564Suncor Energy Inc. 63,964 2,701 2,769Tamarack Valley Energy Ltd. 109,000 527 265Tourmaline Oil Corp. 15,000 359 310Vermilion Energy Inc. 11,625 586 384

19,894 17,335

FINANCIALS (32.07%)Altus Group Ltd. 23,400 571 610Bank of Montreal 7,600 768 760Bank of Nova Scotia 54,486 3,146 3,876Brookfield Asset Management Inc., Class 'A' 33,800 1,846 2,104Canadian Imperial Bank of Commerce 11,171 890 1,180Canadian Western Bank 22,890 596 639CI Financial Corp. 36,849 941 672E-L Financial Corp. Ltd. 650 471 524Equitable Group Inc. 7,360 411 476Fairfax Financial Holdings Ltd. 956 526 592First National Financial Corp. 13,925 381 426FirstService Corp. 4,500 259 536Great-West Lifeco Inc. 22,113 660 716Guardian Capital Group Ltd., Class 'A' 23,900 490 575iA Financial Corp. Inc. 14,582 630 719Intact Financial Corp. 11,000 956 1,244Labrador Iron Ore Royalty Corp. 9,000 162 264Manulife Financial Corp. 114,806 2,346 2,595National Bank of Canada 18,900 1,107 1,140Power Corp. of Canada 32,216 839 1,004Royal Bank of Canada 61,782 4,866 6,228Sun Life Financial Inc. 6,500 336 334

As at March 31, 2019 In thousands (except number of securities)


Average Cost

$

Carrying Value

$

FINANCIALS (continued)TMX Group Ltd. 1,400 116 120Toronto-Dominion Bank (The) 79,283 3,686 5,750

27,000 33,084

HEALTH CARE (0.66%)Canopy Growth Corp. 2,900 110 168HEXO Corp. 22,500 105 199Jamieson Wellness Inc. 16,700 387 314

602 681

INDUSTRIALS (11.39%)AG Growth International Inc. 11,215 449 698ATS Automation Tooling Systems Inc. 37,285 536 732Badger Daylighting Ltd. 10,545 254 428Bombardier Inc., Class 'B' 29,298 82 75Canadian National Railway Co. 4,000 443 479Canadian Pacific Railway Ltd. 7,600 1,609 2,093Cargojet Inc. 8,100 553 649Finning International Inc. 20,707 474 492K-Bro Linen Inc. 9,080 373 338Morneau Shepell Inc. 22,085 391 605NFI Group Inc. 20,820 1,053 682Richelieu Hardware Ltd. 19,235 498 456SNC-Lavalin Group Inc. 30,451 1,457 1,033Stantec Inc. 13,800 477 436Toromont Industries Ltd. 2,500 142 171Waste Connections Inc. 16,650 1,279 1,971WSP Global Inc. 5,700 287 416

10,357 11,754

INFORMATION TECHNOLOGY (7.73%)CGI Inc. 20,128 677 1,849Constellation Software Inc. 625 558 708Descartes Systems Group Inc. (The) 15,270 443 742Enghouse Systems Ltd. 16,930 513 575Kinaxis Inc. 16,490 1,272 1,286Open Text Corp. 38,298 1,060 1,964Real Matters Inc. 5,665 26 31Thomson Reuters Corp. 10,400 676 822

5,225 7,977

MATERIALS (11.04%)Agnico Eagle Mines Ltd. 12,000 647 697B2Gold Corp. 150,800 612 564Barrick Gold Corp. 25,800 441 473Cameco Corp. 36,100 579 569Canfor Corp. 43,103 805 591CCL Industries Inc., Class 'B' 15,800 721 854First Quantum Minerals Ltd. 28,500 409 432Hudbay Minerals Inc. 37,600 277 359Intertape Polymer Group Inc. 39,745 758 721Kirkland Lake Gold Ltd. 18,600 405 755Methanex Corp. 6,300 314 478Norbord Inc. 2,600 112 96Nutrien Ltd. 35,039 2,054 2,469Sherritt International Corp. 146,744 423 62Stella-Jones Inc. 13,720 633 620Teck Resources Ltd., Class 'B' 14,742 331 456Uranium Participation Corp. 32,300 154 144West Fraser Timber Co. Ltd. 7,000 365 455Winpak Ltd. 13,840 643 597

10,683 11,392



Schedule of Investment Portfolio (continued)



Average Cost

$

Carrying Value

$

REAL ESTATE (2.69%)Allied Properties REIT 8,300 366 409Canadian Apartment Properties REIT 17,000 595 873Granite REIT 10,000 552 639InterRent REIT 23,100 304 336Slate Retail REIT, Class 'U' 39,595 508 515

2,325 2,772

TELECOMMUNICATION SERVICES (3.44%)Quebecor Inc., Class 'B' 21,000 541 688Rogers Communications Inc., Class 'B' 26,230 1,398 1,884Shaw Communications Inc., Class 'B' 27,168 632 756Shopify Inc., Class 'A' 800 68 221

2,639 3,549

UTILITIES (1.77%)Algonquin Power & Utilities Corp. 40,900 593 616Capital Power Corp. 11,600 335 363Fortis Inc. 10,700 495 528Hydro One Ltd. 15,485 298 321

1,721 1,828

TOTAL CANADIAN EQUITIES 88,588 100,262

U.S. EQUITIES (0.61%)FINANCIALS (0.10%)Currency Exchange International Corp. 4,405 117 106

HEALTH CARE (0.51%)Bausch Health Cos. Inc. 15,900 408 524

TOTAL U.S. EQUITIES 525 630

SHORT-TERM INVESTMENTS (0.89%)Government of Canada Treasury Bill 1.690%, 2019-04-04 175 175 175 1.420%, 2019-04-18 745 743 744

TOTAL SHORT-TERM INVESTMENTS 918 919

TOTAL INVESTMENT PORTFOLIO (98.68%) 90,031 101,811OTHER ASSETS LESS LIABILITIES (1.32%) 1,361

TOTAL NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS (100.00%)

103,172



Discussion of Financial Instrument Risk ManagementMarch 31, 2019 (Generic Notes 3 and 5, in thousands of $, except per unit figures)

In the sections Discussion of Financial Instrument Risk Management and Supplementary Notes to Financial Statements - Fund Specific Information, Net Assets is defined as "Net Assets Attributable to Holders of Redeemable Units", please refer to Generic Note 3.

Fair Value Measurements

For more information on fair value measurements and inputs, and the aggregation into the fair value hierarchy levels, please refer to Methods and Assumptions Used to Estimate Fair Values of Financial Instruments section in Generic Note 5 Management of Financial Risks.

The following tables present the hierarchy of financial instruments recorded at fair value, based on the hierarchy levels of input used at measurement date.

As at March 31, 2019

Financial Instruments at Fair Value

Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 100,892 - - 100,892

Investment funds - - - -

Bonds - - - -

Short-term investments - 919 - 919

100,892 919 - 101,811

Derivatives

Derivative financial instruments - - - -

LIABILITIES

Derivatives


TOTAL 100,892 919 - 101,811



Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 114,808 - - 114,808


Bonds - - - -

Short-term investments - 2,300 - 2,300

114,808 2,300 - 117,108

Derivatives


LIABILITIES

Derivatives


TOTAL 114,808 2,300 - 117,108

There were no significant transfers between the levels for the periods ending March 31, 2019 and March 31, 2018.

Credit Risk

As at March 31, 2019 and March 31, 2018, the Fund did not invest a significant portion of its holdings in debt instruments, therefore the Fund had no significant exposure to credit risk.

Concentration Risk

The following table summarizes the Fund's concentration risk:

Market Segments

Percentage of Net Assets

As at March 31, 2019 (%)


As at March 31, 2018 (%)

Financials 32.17 32.60

Energy 16.80 18.74

Industrials 11.39 11.29

Materials 11.04 12.14

Information technology 7.73 8.11

Consumer discretionary 5.52 7.40

Consumer staples 4.07 3.26

Telecommunication services 3.44 1.31

Real Estate 2.69 0.88

Utilities 1.77 -

Other net assets 1.32 1.52

Health care 1.17 0.82

Short-term investments 0.89 1.93

Liquidity Risk

As at March 31, 2019 and March 31, 2018, the Fund's redeemable units are due on demand. All other financial liabilities of the Fund have maturities of less than 30 days. Refer to Generic Note 5 for further information.



Discussion of Financial Instrument Risk Management (continued)

March 31, 2019 (Generic Notes 3 and 5, in thousands of $, except per unit figures)

Interest Rate Risk

As at March 31, 2019 and March 31, 2018, the majority of the Fund's financial assets and liabilities were non-interest bearing and, accordingly, the Fund was not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates.

Currency Risk

As at March 31, 2019 and March 31, 2018, the Fund had no significant exposure to currency risk.

Price Risk

As at March 31, 2019 and March 31, 2018, the estimated impact on the Net Assets of the Fund due to a reasonably possible change in benchmark, with all other variables held constant, is presented in the tables below. In practice, actual results may differ from this sensitivity analysis and the difference could be material.


BenchmarkChange in

Benchmark(%)

Exposure toBenchmark

(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

S&P/TSX Composite Index

10.00 100.00 9.78 10,089


BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

S&P/TSX Composite Index

10.00 100.00 9.66 11,481



Supplemental Notes to Financial Statements - Fund Specific InformationMarch 31, 2019 (Generic Note 1b, in thousands of $, except per unit figures)

Investment Objectives

The Fund's investment objective is to seek to provide long-term capital appreciation through investment in the Canadian equity market by investing in equity securities of Canadian issuers. The Fund may also invest in mutual funds managed by us, our affiliates or other fund managers that are consistent with this investment objective.

The Fund

The series of units of the Fund were established on the following dates:

Dates of Inception

MM/DD/YY

Series B 03/01/05

Series O 02/24/04

Management of Financial RisksSee Generic Note 5

Investments in Unconsolidated Structured Entities

The Fund has no significant interests in unconsolidated structured entities to disclose.

Related Party TransactionsSee Generic Note 7

Management Fees

As at March 31, 2019 and March 31, 2018, the annualized management fee rate applicable for each series of the Fund, net of waivers, if any, is as follows:

Series

Management Fee as at

March 31, 2019 (%)


March 31, 2018 (%)

Series B 1.00 1.00

Series O 0.75 0.75

The amount of management fees incurred during the period end is included in "Management Fees" in the Statement of Comprehensive Income.

Redeemable UnitsSee Generic Note 8

For the periods ended March 31, 2019 and March 31, 2018, the following units were issued/reinvested and redeemed:

Period ended

Beginning of Period

Issued/ Reinvested

during Period

Redeemed during Period

End of Period

Weighted Average

Units

Series B 2019 38 2 4 36 362018 40 - 2 38 39

Series O 2019 7,452 749 1,223 6,978 7,1532018 7,784 559 891 7,452 7,223

Soft Dollar CommissionsSee Generic Note 9

In addition to paying for the cost of brokerage services in respect to security transactions, commissions paid to certain brokers may also cover research services provided to the investment manager. The value of the research services included in the commissions paid by the Fund to those brokers are as follows:

For the period ended March 31, 2019

($)


($)

10 17

Securities LendingSee Generic Note 10

For the periods ended March 31, 2019 and March 31, 2018, the Fund's securities lending income, net of withholding tax, was as follows:

2019 ($)

2018 ($)

Gross securities lending income 99 167

Securities lending charges (30) (50)

Net securities lending income received by the Fund 69 117

During the periods ended March 31, 2019 and March 31, 2018, securities lending charges paid to the Fund's custodian, RBC Investor & Treasury Services, represented approximately 30% of the gross securities lending income.

As at March 31, 2019 and March 31, 2018, the fair value of the loaned securities of the Fund included in the investments is as follows:

As at March 31, 2019Aggregate Value of

Securities on Loan ($)Aggregate Value of

Collateral for Loan ($)

8,053 8,214




14,638 14,931

The collateral held for the loaned securities may consist of bonds, treasury bills, banker's acceptances and letters of credit.


Generic Notes to the Financial StatementsMarch 31, 2019

(also see Supplemental Notes to the Financial Statements - Fund Specific Information)

1. General Information

a) The Funds

The manager of the Funds is T.E. Investment Counsel, a member of iA Investment Counsel Inc. (“TEIC” or the “Manager”). Prior to May 1, 2016, the Manager was known as T.E. Investment Counsel Inc. The trustee of the Funds is RBC Investor Services Trust (the “Trustee”). Prior to March 1, 2017, the manager of Jov Leon Frazer Dividend Fund was IA Clarington Investments Inc.

Effective May 1, 2017, JOV Leon Frazer Dividend Fund was renamed to Leon Frazer Canadian Dividend Fund.

Effective July 21, 2015, Leon Frazer Canadian Dividend Fund, Jov Prosperity Canadian Equity Fund, Jov Prosperity Canadian Fixed Income Fund, Jov Prosperity International Equity Fund and Jov Prosperity U.S. Equity Fund became Pooled Funds. These Funds, including Leon Frazer U.S. Dividend Companion Fund and Leon Frazer Income Stability Fund, are trust funds established under the laws of the Province of Ontario by Declarations of Trust. Under National Instrument 81-106, Pooled funds are exempted from filing a Management Report of Fund Performance.

The Funds invest primarily in different types of securities depending on their investments policies. Refer to Schedule of Investment Portfolio specific to each fund for further details on their investments.

The Funds' functional and presentation currency is Canadian dollars, except for Leon Frazer U.S. Dividend Companion Fund, whose functional and presentation currency is U.S. dollars.

These financial statements were authorized for issue by the Manager on June 6, 2019.

The address of the Funds' administrative office is 26 Wellington Street East, Suite 710, Toronto, Ontario, Canada, M5G 1S2.

b) Financial Reporting Dates

For Funds established before April 1, 2017 the Statements of Financial Position are as at March 31, 2019 and 2018 and the Statements of Comprehensive Income, the Statements of Changes in Net Assets Attributable to Holders of Redeemable Units and the Statements of Cash Flows are for the 12-month periods ended March 31, 2019 and 2018.

For Leon Frazer Income Stability Fund, the Statements of Financial Position are as at March 31, 2019 and 2018. The Statements of Comprehensive Income, the Statements of Changes in Net Assets Attributable to Holders of Redeemable Units and the Statements of Cash Flows are for the 12-month period ended March 31, 2019 and for the period from January 22, 2018 to March 31, 2018.

2. Basis of Presentation

These audited financial statements have been prepared in compliance with International Financial Reporting Standards by the International Accounting Standards Board ("IFRS").

3. Significant Accounting Policies

On April 1, 2018, the Funds have adopted IFRS 9, Financial Instruments ("IFRS 9"), replacing International Accounting Standard 39 Financial Instruments — Recognition and Measurement ("IAS 39"). The adoption of IFRS 9 has been applied retrospectively and did not result in a change to the measurement of financial instruments, in either the current or the prior year.

The significant accounting policies are as follows:

a) Significant judgments and assumptions

The preparation of financial statements requires the Manager to use judgment in applying its accounting policies and make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses during the reporting periods and complementary information. The most significant estimates and judgments include the fair value of financial instruments, the classification and measurements of investments and application of the fair value option.

The Funds hold financial instruments that are not quoted in active markets, including derivative financial instruments. Fair values of such instruments are determined using established valuation techniques. Actual results may differ from the Manager's best estimates. Estimates and assumptions are periodically reviewed according to changing facts and circumstances. Changes in assumptions could affect the reported fair values of financial instruments.

i) Classification and Measurement of Investments and Application of the Fair Value Option

Effective April 1, 2018, the Funds adopted IFRS 9. The requirements of IFRS 9 represent a change from IAS 39. In classifying and measuring financial instruments held by the Funds, the Manager is required to make significant judgments in determining the most appropriate classification in accordance with IFRS 9. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (“FVOCI”), and fair value through profit and loss (“FVTPL”). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Assessment and decision on the business model approach used is an accounting judgement.

The classification and measurement of liabilities remains generally unchanged.

Upon transition to IFRS 9, the Funds' financial assets and financial liabilities previously classified as FVTPL under IAS 39 continued to be categorized as FVTPL including both subcategories designated as FVTPL and held for trading. There were no changes in the measurement attributes for any of the financial assets and financial liabilities upon transition to IFRS 9.

b) Financial Instruments

i) Classification of Financial Instruments

The Funds initially recognize financial instruments at fair value, plus transaction costs in the case of financial instruments measured at amortized cost. Ongoing purchases and sales of financial assets are recognized at their trade date.

The Funds classify their investments (equity securities, investment funds and bonds), short-term investments, and derivative financial instruments at fair value through profit or loss.

The Funds’ accounting policies for measuring the fair value of their investments and derivative financial instruments are identical to those used in measuring their net asset value (NAV) for transactions with unitholders.

The Funds’ obligation for net assets attributable to holders of redeemable units which are classified as an “other financial liability”, is presented at the redemption amount, which approximates fair value. All other financial assets and liabilities are measured at amortized cost. Under this method, the financial assets and liabilities reflect the amount required to be received or paid, discounted when appropriate, at the contract’s effective rates.




As at March 31, 2019 and 2018, there were no differences between the Funds' net asset value per unit for transactions and their net assets attributable to holders of redeemable units per unit in accordance with IFRS.

ii) Fair Value Measurements

Fair value is the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In circumstances where the last traded price for equities and the mid price for bonds 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, and in cases where the last traded price has a traded volume lower than 100, the mid price is used.

iii) Impairment of Financial Assets

At each reporting period, the Funds assess whether the credit risk of a financial asset classified at amortized cost has increased significantly since the initial recognition and whether an expected credit loss needs to be recognized. To assess this, the funds compare the impairment risk of the financial instrument on the reporting date with the impairment risk on the initial recognition date. Considering the short-term nature of financial instruments at amortized cost, the Funds apply the simplified method to recognize expected credit losses. The amount recognized as expected credit loss corresponds to the expected shortfall in discounted cash flows over the lifetime of the financial instrument.

Prior to adoption of IFRS 9, the Funds assessed whether there is objective evidence that a financial asset at amortized cost is impaired. If such evidence exists, the Funds recognized an impairment loss as the difference between the amortized cost of the financial asset and the present value of the estimated future cash flows. Impairment losses on financial assets at amortized costs were reversed in subsequent periods if the amount of the loss decreased and the decrease can be related objectively to an event occurring after the impairment was recognized.

iv) Derecognition

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or the Funds have substantially transferred all risks and rewards of ownership. Financial liabilities at fair value through profit or loss are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

c) Short Term Investments

Short term investments consist of banker's acceptances, Treasury bills and bank guaranteed asset-backed commercial paper with maturities of less than one year at the acquisition date.

d) Cash

Cash is comprised of deposits with financial institutions.

e) Income Recognition

Dividend income is recorded on the ex-dividend date. Distributions from investment funds and income from income trusts are recognized on the distribution date. The latter income may include dividends, interest, capital gains and return of capital. The proceeds of distributions may be used to purchase additional units of the reference funds.

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.

Realized gains or losses and unrealized appreciation and depreciation on investments are calculated on an average cost basis, without giving effect to transaction costs.

f) Other Financial Assets and Liabilities

All financial assets and liabilities of each Fund, other than investments, derivative financial instruments and each Fund's obligation for net assets attributable to holders of redeemable units, are carried at amortized cost which approximates fair value due to their short term nature. Each Fund's obligation for net assets attributable to holders of redeemable units is presented at the redemption amount which approximates fair value.

g) Foreign Currency Translation

The fair value of portfolio investments denominated in foreign currency, foreign currency holdings and other assets and liabilities are translated into the functional currency at the exchange rate applicable on the measurement date. Investment transactions, income and expenses are translated at the exchange rates on the dates of such transactions.

Foreign exchange gains and losses relating to cash are presented as "Foreign exchange unrealized gain (loss) on cash", and those relating to other financial assets and liabilities as well as realized and unrealized foreign currency gains or losses on investments or derivative financial instruments are presented within "Total other changes in fair value of investments and derivative financial instruments", in the Statements of Comprehensive Income.

h) Foreign currency contracts

Foreign currency contracts, if purchased or sold, are valued at the current market value thereof on the valuation date. The value of these currency contracts is the gain or loss that would be realized if, on the valuation date, the positions were to be closed out. It is reported in the Statement of Comprehensive Income and in the Statements of Financial Position. For spot contracts and when currency contracts are closed out or expire, realized gains or losses are recognized and are included in the Statements of Comprehensive Income. The Canadian dollar value of currency contracts is determined using currency contracts exchange rates supplied by an independent service provider.

The Fund may enter into currency contracts primarily with the intention to offset or reduce exchange rate risks associated with the investments and also, periodically, to enhance returns to the portfolio. Losses may arise due to a change in the value of the currency contracts or if the counterparty fails to perform under the contract.

i) Expenses

All expenses are recognized in the Statements of Comprehensive Income on the accrual basis.

j) Net Assets Attributable to Holders of Redeemable Units

Units of the Funds are issued and redeemed at their NAV per Unit. The NAV per unit is determined at the end of each day the Toronto Stock Exchange is open for trading. The NAV of a particular series of Units of a Fund is computed by calculating the value of that series' proportionate share of the assets and liabilities of the Funds common to all series, less the liabilities of the Funds attributable only to that series. Income, non-series specific expenses, realized and unrealized gains (losses) of investments, and foreign currency and transaction costs are allocated proportionately to each series based upon the relative NAV of each series. Expenses directly attributable to a series are charged directly to that series.




Redeemable units can be redeemed at any time for cash equal to a proportionate share of the Fund's net asset value to the unit series. The redeemable units are classified as financial liabilities and are measured at the redemption amounts.

The increase (decrease) in net assets attributable to holders of redeemable units per unit reported in the Statement of Comprehensive Income represents the increase (decrease) in net assets attributable to holders of redeemable units by series for the period, divided by the weighted average number of units of the series outstanding during the period.

Distributions to holders of redeemable units are recognized in the Statements of Changes in Net Assets Attributable to Holders of Redeemable Units.

k) Investments in Subsidiaries, Joint Ventures and Associates

In determining whether the Funds are an investment entity, the Manager may be required to make significant judgements about whether the Funds have the typical characteristics of an investment entity. An investment entity is an entity that may hold only one investment, an underlying fund, however, consistent with the investment entity definition, the Funds primarily obtains funds from one or more investors for the purpose of providing them with investment management services, commits to its investors that the business purpose is to invest the funds solely for returns from capital appreciation, investment income or both, and measures and evaluates the performance of its investments on a fair value basis.

The Funds have determined that they meet the definition of an investment entity and are required to account for investments in associates, joint ventures and subsidiaries at fair value through profit and loss.

Subsidiaries are all entities, including investments in other investment entities, over which a Fund has control. A Fund is deemed to control an entity when it has rights to or is entitled to variable returns from its involvement with the entity, and has the ability to affect those returns through its power over the entity. The Funds are investment entities and therefore account for investments in subsidiaries, if any, at fair value through profit and loss. The Funds also designate any investments in associates and joint ventures at fair value through profit and loss.

l) Transaction Costs

The transaction costs related to investments are expensed as incurred in the Statements of Comprehensive Income in the item line "Transaction costs’’. Transaction costs are incremental costs that are directly attributable to the acquisition, issuance or disposal of an investment, including fees and commissions paid to agents, advisors, brokers and dealers.

4. New Accounting Policies Applied

IFRS 9, Financial Instruments (“IFRS 9”) was issued by the IASB on July 24, 2014 and has replaced IAS 39 Financial instruments: Recognition and Measurement. IFRS 9 requires financial instrument classification and related measurement practices to be based primarily on an entity’s business model objectives when managing those financial assets and on the extent to which contractual cash flows exist within the financial assets. The standard also introduces a new expected loss impairment model which applies to all financial instruments, except for financial instruments measured at fair value through profit or loss. The Fund has applied this new standard on April 1, 2018. The adoption of IFRS 9 had no material impact on the Fund's financial statements.

5. Management of Financial Risks

a) Methods and Assumptions Used to Estimate Fair Values of Financial Instruments

Disclosures regarding financial instruments must be presented as a hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobserved inputs when market prices are not readily available or reliable. The three levels of the hierarchy are described below:

Level 1 - Valuation based on quoted prices in active markets (unadjusted) for identical assets or liabilities.

Level 2 - Valuation model based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Valuation model based on significant unobservable inputs that are supported by little or no market activity.

All fair value measurements in the Funds are recurring. The financial instruments are classified as Level 1 when the related security or derivative is actively traded and 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 the measurement of its fair value requires the use of significant unobservable inputs, in which case it is classified as Level 3.

Invested assets are accounted for using the methods described below and the hierarchy of financial instruments at fair value is disclosed in the Discussion of Financial Instrument Risk Management section of each Fund.

i) Equities

Each equity listed is valued at the close price reported on the principal securities exchange on which the issue is traded or, if no active market exists, the fair value is estimated using equity valuation methods, which analyze the fair value of the net asset, and other techniques that rely on comparisons with reference data, such as market indices. 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.

ii) Investments in Reference funds

Investments in reference funds are valued at fair value which generally corresponds to the NAV of the reference fund at the valuation date.

iii) Bonds

Fixed-income investments, which include primarily government and corporate bonds, are valued on mid prices using independent pricing services, or by dealers who trade such securities. Pricing services consider yield or price of fixed-income securities of comparable quality, coupon, maturity and type as well as dealer supplied prices.

The par value and cost base of real return bonds are adjusted daily by the inflation adjustment. Interest is accrued on each valuation date based on the inflation adjusted to par at that time. The daily change in the inflation adjusted to par is recognized as income. At maturity, the bonds will pay their final coupon interest payment, plus the cumulative inflation compensation accrued from the original issue date.




Zero coupon bonds, residue bonds and some municipal bonds are valued using a matrix of yield curves. The yield curves are constructed using a benchmark and a spread. The benchmark is set to be a regular Canadian Government bond (or Québec bond for the municipal bond curves) with the same maturity. If the maturity of the benchmark is not the same as the bond to be valued, a linear interpolation is used. A price is calculated using the bond’s yield and characteristics.

No efficient market has been developed for certain bonds. The Manager estimates the fair value of these investments according to a valuation model that it believes is appropriate under the circumstances. The valuation is modelled on an individual basis according to the category of reference assets, including traditional or synthetic assets.

iv) Valuation of Unlisted Securities and Other Investments

When the valuation principles of the aforementioned investments are not appropriate, fair value is determined according to the Manager's best estimates, based on established valuation procedures. These procedures cover, among others, securities no longer traded, securities issued by private corporations and illiquid securities. The fair value of these securities established for the purpose of calculating the Funds' net assets attributable to holders of redeemable units may differ from the securities' most recent bid or ask price.

Equity investments consist of common shares, purchase warrants and preferred shares. The equity investments are valued based on the last round of financing, third party valuations, financial statements and liquidity discounts.Fixed income investments are valued at fair value based on operating results and financial condition of the company. The manager will assess the ability of the company to meet financial covenants, including the ability to make interest and principal payments, the need for further financing and the ability to cover the amount of the Fund’s investment with the assets of the investee company. In addition to the range of valuation methods employed, a significant number of key assumptions used in the valuation of individual investments are specific to the investee company.

v) Short-term Investments

Short-term investments are accounted for at the mid rate using valuations based on a matrix system which considers such factors as security prices, yields and maturities of similar benchmarks.

For items 5i to 5v, the difference, if any, between the total fair value and the total cost of securities corresponds to Investments: Net change in unrealized appreciation (depreciation).

vi) Cash

Cash and Bank overdraft are accounted for at amortized cost.

vii) Derivative Financial Instruments

The fair value of currency contracts is based on a matrix of market forward quotes. The forward quotes are calculated with a linear interpolation. If the matrix is not available, current market quotes for the reference currencies are used.

Options, futures and swaps are marked-to-market on each valuation day according to the gain or loss that would be realized if the contracts were settled.

The difference between the fair value and cost of securities corresponds to Derivative financial instruments: Net change in unrealized appreciation (depreciation).

viii) Other information

If an investment security cannot be valued under the above criteria, or under any valuation criteria set out in securities legislation, or if any of the valuation criteria adopted by the Manager but not set out in securities legislation, are at any time considered by the Manager to be inappropriate in the circumstances, then the Manager shall use a valuation that it considers to be fair in the circumstances.

b) Financial Risks

A Fund’s investment activities expose it to a variety of financial risks which may include: credit risk, concentration risk, liquidity risk and market risk (including interest rate risk, currency risk and price risk). The value of investments within a Fund’s portfolio can fluctuate from day to day, reflecting changes in interest rates, economic conditions, market and company news related to specific securities within the Funds. The Schedule of Investment Portfolio presents securities by asset type, geographic region, and market segment. The level of risk depends on the Fund’s investment objectives and strategy.

The Manager manages the potential adverse effects of financial risks on a Fund's performance by employing and overseeing professional and experienced portfolio advisors that regularly monitors the Fund's positions and market events and diversifies the investment portfolios, within the constraints of the investment guidelines.

A Fund’s overall risk management practice involves oversight of investment activities and monitoring and testing of compliance with the Fund’s investment strategy and securities regulations.

Reference Fund Units

Some Funds can invest in units of other investment funds ("reference funds") whose investment policies permit investments in vehicles such as bonds, stocks or other fund units. Certain risk disclosure in the Discussion of Financial Instrument Risk Management section look through to the reference funds' information, if applicable. The manager of each reference fund is responsible for ensuring investments comply with the fund's investment policy. These investments are presented in the Schedule of Investment Portfolio.

i) Credit Risk

Credit risk is the risk that a Fund will sustain a financial loss if a counterparty or a debtor does not meet its commitments to the Fund. The maximum credit risk associated with financial instruments corresponds to the carrying value of the financial instruments presented in the Statements of Financial Position.

Credit risk can also occur when there is a concentration of investments in entities with similar characteristics or that operate in the same sector of activity or the same geographic region, or when a substantial investment is made with a single entity. Credit Risk is disclosed in the Discussion of Financial Instrument Risk Management of each Fund.

The Fund’s investment strategies aim to limit this risk by ensuring sound diversification, by limiting exposure to a same issuer and by seeking a relatively high quality of issuers. The Funds invest in financial assets, which generally have an investment grade as rated by a well known rating agency. The fair value of debt instruments includes consideration of the creditworthiness of the issuer, and represents the maximum credit risk exposure of the Fund.




All transactions in listed securities are settled or paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation.

ii) Concentration Risk

Concentration risk arises as a result of the concentration of exposures within the same category, whether due to geographical location, product type, industry sector or counterparty type and are affected similarly by changes in economic or other conditions. The Fund’s investment strategies aim to limit this risk by ensuring sound diversification.

iii) Liquidity Risk

Liquidity risk is the risk that a Fund will encounter difficulty to respect its financial obligations at the appropriate time and under reasonable conditions. The Funds' exposure to liquidity risk is concentrated in the daily cash redemption of units. Liquidity risk is managed by investing the majority of the Funds' assets in investments that are traded in an active market and can be readily disposed of. In addition, the Funds retain sufficient cash and short-term investments to maintain liquidity for the purpose of funding redemptions. Each Fund also has the ability to borrow up to 5% of its Net Asset Value for the purpose of funding redemptions.

Redeemable units are redeemable on demand at the holder’s option. However, the Manager does not expect that the contractual maturity disclosed in the Discussion of Financial Instrument Risk Management’s section of each Fund will be representative of the actual cash outflows, as holders of these instruments typically retain them for a longer period.

iv) Market Risk

a) Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of interest-bearing financial instruments. The Funds are exposed to the risk that the value of such financial instruments will fluctuate due to changes in the prevailing levels of market interest rates. There is minimal sensitivity to interest rate fluctuations on any cash or short-term investments since they are invested at short-term market interest rates and usually held to maturity. Interest Rate Risk is disclosed in the Discussion of Financial Instrument Risk Management of each Fund.

The Fund’s investment strategies aim to limit this risk by ensuring sound diversification, by limiting exposure to a same issuer and by seeking a relatively high quality of issuers.

b) Currency Risk

Some Funds may invest in monetary and non-monetary assets denominated in currencies other than Canadian dollar. These investments result in currency risk, which is the risk that the fair value or future cash flows of the financial instrument will fluctuate because of changes in foreign exchange rates. The Funds may enter into foreign exchange forward contracts to reduce their foreign currency exposure. The sensitivity analysis is disclosed in the Discussion of Financial Instrument Risk Management of each Fund.

c) Price Risk

Price risk is the risk that the fair value or future cash flows 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 those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in a market. All investments present a risk of loss of capital. The Fund’s portfolio advisor moderates this risk through a careful selection and diversification of securities and other financial instruments within the parameters of the Fund’s investment objectives and strategies. Except for derivative financial instruments, the maximum risk resulting from financial instruments is equivalent to their fair value. The Fund’s overall market positions are monitored on a daily basis by the Fund’s portfolio advisor.

Details of the Fund's price sensitivity is disclosed in the Discussion of Financial Instrument Risk Management’s section of each Fund.

Refer to the Discussion of Financial Instrument Risk Management for Funds specific risk disclosure.

c) Investments in Unconsolidated Structured Entities

Each Fund has determined that its investments in reference funds are investments in unconsolidated structured entities. Some Funds may invest in reference funds to achieve their investment objectives and apply various investment strategies to accomplish their objectives.

A Fund’s investments in reference funds are susceptible to market price risk arising from uncertainty about future values of those reference funds.

A Fund’s maximum exposure to loss from its interests in reference funds is equal to the total carrying value of its investments in reference funds.

d) Offsetting Financial Assets and Liabilities

Some Funds may invest in derivative financial instruments through an International Swaps and Derivatives Association’s (ISDA) Master Agreement. This agreement requires guarantees by the counterparty or by the Funds. The amount of assets to pledge is based on changes in fair value of financial instruments. The fair value is monitored daily. The assets pledged by the Funds as collateral can consist of, but are not limited to cash, Treasury bills and Government of Canada bonds. The Funds may receive assets as collateral from the counterparty. According to the conditions set forth in the Credit Support Annex to the ISDA, the Funds may be authorized to sell or re-pledge the assets they receive. In addition, under the ISDA, the Funds have the right to offset in the event of default, insolvency, bankruptcy or other early termination.




6. Open currency contracts

The following is a list of abbreviations used in the Currency Contracts table which can be found in the Supplemental Notes to Financial Statements - Fund Specific Information and is applicable for a Fund who engages in Currency Contracts:

AUD - Australian Dollar; ARS - Argentine Peso; BMD - Bermudian Dollar; BRL - Brazilian Real; CAD - Canadian Dollar; CHF - Swiss Franc; CLP - Chile Peso; COP - Columbian Peso; DKK - Danish Krone; EGP - Egyptian Pound; EUR - Euro; GBP - British Pound; HKD - Hong Kong Dollar; HUF - Hungarian Forint; IDR - Indonesian Rupiah; ILS - New Israeli Shekel; INR - Indian Rupee; JPY - Japanese Yen; KES - Kenya Shilling; KRW - South Korean Won; KZT - Kazakhstani Tenge; MXN - Mexico Peso; MYR - Malaysian Ringgit; NGN - Nigeria Naira; NOK - Norwegian Krone; NZD - New Zealand Dollar; PEN - Peruvian Sol; PHP - Philippine Peso; PLN - Polish Zloty; RUB - Russian Ruble; SEK - Swedish Krona; SGD - Singapore Dollar; THB - Thai Baht; TRY - Turkey Lira; TWD - New Taiwan Dollar; USD - United States Dollar; UYU - Uruguayan Peso; ZAR - South African Rand.

7. Related Party Transactions

a) Management Fees

Each series of the Funds, pays an annual management fee to the Manager which is calculated daily based on the daily NAV of each series and payable monthly in arrears plus applicable taxes, as disclosed in the Management Fees section of the Supplemental Notes to Financial Statements - Fund Specific Information.

The Manager may reduce the effective management fee payable by some unitholders, by causing the Funds to make management fee distributions to these unitholders so that the effective management fee will equal a target rate.

All expense payable amounts located in the Statements of Financial Position, if any, are composed of Management Fees and Fixed Administration Fees which are related party transactions.

At its sole discretion, the Manager may waive management fees or absorb expenses of the Funds. Such waivers and absorptions can be terminated at any time, but can be expected to continue until such time as the Funds are of sufficient size to reasonably absorb all management fees and expenses incurred in their operation. Even where continued, the amount of waivers and absorptions can fluctuate from time to time.

b) Operating Expenses

Each Fund pays all of its operating expenses. Expenses include audit fees, trustee and custodial expenses, accounting and record keeping costs, legal expenses, permitted prospectus preparation and filing expenses, bank related fees and interest charges, unitholder reports and servicing costs, the Funds' proportionate share of expenses of the Funds' Internal Review Committee (IRC) and other day-to-day operating expenses. Each Fund also pays HST on most of its fees and expenses.

8. Redeemable Units

Each Fund's redeemable units are managed in accordance with its investment objectives. Each Fund seeks to achieve its investment objectives, while managing liquidity in order to meet redemptions. The Statements of Changes in Net Assets Attributable to Holders of Redeemable Units identifies the changes in the Fund's redeemable unit during the periods.

The authorized redeemable units of each series of the Trusts consists of an unlimited number of units without nominal or par value.

Units of a series of a Trust are redeemable at the option of the holder in accordance with the Declaration of Trust at the current NAV of that series.

Units of each Fund are deemed to be a financial liability because of each Fund's multiple series structure and each series has non-identical features. The Funds' outstanding units include a contractual obligation to distribute any net income and net realized capital gains annually (in cash at the request of the unitholder). Therefore the ongoing redemption feature is not the units' only contractual obligation. The Fund’s outstanding redeemable units are classified as financial liabilities in accordance with the requirements of International Accounting Standard 32 Financial Instruments: Presentation.

Investors in Series O units of the Trust do not pay sales commission upon purchase, nor redemption fees upon redemption.

9. Soft Dollar Commissions

In addition to paying for the cost of brokerage services in respect to security transactions, commissions paid to certain brokers may also cover research services provided to the investment manager. The value of the research services included in the commissions paid by the Funds to those brokers can be found in the Supplemental Notes to Financial Statements - Fund Specific Information.

10. Securities Lending

Certain Funds may enter into securities lending transactions. These transactions will be used in conjunction with other investment strategies in order to seek enhanced returns. 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 connection with these transactions is at least 105% of the fair value of loaned securities, except on loans for U.S. securities or global fixed-income securities, for which the applicable percentage will be 102%. This amount is deposited by the borrower with a lending agent until the underlying security has been returned to the Funds in order to provide for the risk of counterparty default or collateral deficiency. The fair value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market values fluctuate. It is the Funds’ practice to obtain a guarantee from the lending agent against counterparty default, including collateral deficiency. Income from securities lending is disclosed separately in the Statements of Comprehensive Income.

11. Income Taxes

The Funds each qualify as a mutual fund trust, under the provisions of the Canadian Income Tax Act and, accordingly, are not subject to income tax on that portion of their net investment income, including net realized gains, that is distributed to Unitholders. Such distributed income is taxable in the hands of the Unitholders. Income tax on net realized capital gains is generally recoverable, as redemptions occur, by virtue of the refunding provisions contained in the Canadian Income Tax Act. No provision for income taxes has been recorded in the accompanying financial statements, as sufficient income and net realized capital gains have been distributed to the Unitholders.

As at the December 31, 2018 tax year end, the Funds, had capital and non-capital loss carry forwards for income tax purposes as disclosed in the Supplemental Notes to Financial Statements - Fund Specific Information. Non-capital losses expire as noted. Capital losses may be carried forward indefinitely to be applied against future capital gains.

Income from investments held by the Funds may be subject to withholding taxes in the jurisdictions other than those of the Funds as imposed by the country of origin. Withholding taxes, if any, are shown in a separate item in the Statements of Comprehensive Income.


iA INVESTMENT COUNSEL INC.

Administrative Office: 26 Wellington Street, East, Suite 710, Toronto, Ontario, M5E 1S2 • 1-866-514-6603

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JOV Prosperity Canadian Fixed Income Fund


Table Of Contents


Jov Prosperity PooledJOV Prosperity Canadian Fixed Income Fund 9









June 6, 2019






Our opinion








Basis for opinion





March 31 2019

March 31 2018

$ $ASSETSCURRENT ASSETSInvestments 416,560 395,165Derivative financial instruments

Open currency contracts - 119Cash 11,904 8,695Subscriptions receivable 103 1,713Receivable for investments sold 10,770 4,888Interest, dividends, distributions and other

receivable 1,719 1,484441,056 412,064

LIABILITIESCURRENT LIABILITIESDerivative financial instruments

Open currency contracts 132 -Payable for investments purchased 10,415 4,546Redemptions payable 1,208 355Distributions payable 867 -Expenses payable 176 171

12,798 5,072NET ASSETS ATTRIBUTABLE TO





Series B 11.16 11.05Series O 11.14 11.02




Statements of Comprehensive IncomeFor periods ended March 31 2019 2018In thousands (except per unit figures) $ $INCOMEInterest for distribution purposes 10,728 10,480Dividends 2,271 861Securities lending 22 15Foreign exchange gain (loss) on cash 16 (220)Other changes in fair value of investments and derivative financial

instrumentsInvestments:Net realized gain (loss) 1,176 1,883Net change in unrealized appreciation (depreciation) 4,856 (3,739)Net gain (loss) in fair value of investments 6,032 (1,856)Derivative financial instruments:Net realized gain (loss) (310) 723Net change in unrealized appreciation (depreciation) (252) 85Net gain (loss) in fair value of derivative financial instruments (562) 808

Total other changes in fair value of investments and derivative financial instruments 5,470 (1,048)

18,507 10,088EXPENSESManagement fees 2,047 1,966Transaction costs 31 24Foreign withholding taxes 242 147


TO HOLDERS OF REDEEMABLE UNITS 16,187 7,951INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS BY SERIESSeries B 7 5Series O 16,180 7,946INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS PER UNITSeries B 0.39 0.19Series O 0.42 0.22The accompanying Notes to the Financial Statements are an integral part of these statements.





HOLDERS OF REDEEMABLE UNITSSeries B 7 5Series O 16,180 7,946DISTRIBUTIONS TO HOLDERS OF REDEEMABLE UNITSFrom net investment income:Series B (5) (6)Series O (11,108) (9,654)From realized gain on sale of investments and derivatives:Series B - (1)Series O (424) (450)


16,616 20,773NET INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITSSeries B (51) 13Series O 21,317 18,600NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE



redeemable units 16,187 7,951Adjustments

Interest for distribution purposes (10,728) (10,480)Dividends (2,271) (861)Foreign withholding taxes 242 147Foreign exchange loss (gain) on cash (16) 220Net realized loss (gain) of investments and derivative financial

instruments (866) (2,606)Net change in unrealized depreciation (appreciation) of

investments and derivative financial instruments (4,604) 3,654Proceeds from sale and maturity of investments 299,925 354,479Purchases of investments (315,612) (363,914)Increase / (decrease) in expenses payable 5 7

Interest received (paid) 10,506 6,164Dividends received, net of withholding taxes 2,016 828CASH FLOWS FROM OPERATING ACTIVITIES (5,216) (4,411)CASH FLOWS FROM FINANCING ACTIVITIESDistribution paid to holders of redeemable units net of reinvested

distributions 413 (135)Proceeds from issuances of redeemable units 88,503 58,722Change in subscriptions receivable 1,610 (974)Issuance of units from other series (770) (5,466)Proceeds from redemption of redeemable units (82,970) (47,937)Change in redemptions payable 853 258Redemption of units from other series 770 5,466CASH FLOWS FROM FINANCING ACTIVITIES 8,409 9,934Foreign exchange gain (loss) on cash 16 (220)NET INCREASE (DECREASE) IN CASH 3,209 5,303Cash (Bank Overdraft) at Beginning of the Period 8,695 3,392CASH (BANK OVERDRAFT) AT END OF THE PERIOD 11,904 8,695






Average Cost

$

Carrying Value

$

CANADIAN EQUITIES (0.13%)CONSUMER DISCRETIONARY (0.02%)Yellow Pages Ltd. 12,600 85 79

ENERGY (0.00%)ClearStream Energy Services Inc. 33,006 15 2

INFORMATION TECHNOLOGY (0.11%)Xplornet Communications Inc., Warrants, 2020/09/30† 1,359 - 129Xplornet Communications Inc., Warrants, 2023/10/23† 669 - 316Xplornet Communications Inc., Warrants, 2023/10/25† 89 - 45

- 490

TOTAL CANADIAN EQUITIES 100 571

PREFERRED EQUITIES (0.12%)ENERGY (0.12%)ClearStream Energy Services Inc., Preferred† 512 512 512

Face Value

$

Average Cost

$

Carrying Value

$

CANADIAN BONDS (39.24%)ASSET-BACKED SECURITIES (1.70%)Merrill Lynch Financial Assets Inc. Class 'A', Series '2002-BC2P', 6.673%, 2021-05-07 26 25 27NHA MBS IG Investment Management Ltd. Variable Rate, 1.256%, 2021-04-01 534 529 536NHA MBS Laurentian Bank of Canada 1.840%, 2022-10-01 557 551 553NHA MBS MCAP Service Corp. Variable Rate, 2.607%, 2021-04-01 290 290 292 Variable Rate, 2.477%, 2021-09-01 542 540 544 Variable Rate, 2.377%, 2021-10-01 807 804 809NHA MBS Merrill Lynch Canada Inc. 1.840%, 2022-12-01 1,525 1,511 1,514 Variable Rate, 1.186%, 2020-10-01 503 500 504 Variable Rate, 2.477%, 2021-06-01 409 407 411 Variable Rate, 1.226%, 2021-07-01 317 316 318 Variable Rate, 2.327%, 2022-06-01 512 510 512NHA MBS TD Securities Inc. 1.450%, 2021-12-01 1,258 1,245 1,244

7,228 7,264

CORPORATES (12.42%)407 International Inc. 5.960%, 2035-12-03 288 400 388 Series '00-B1', Step Rate, 7.125%, 2040-07-26 493 759 769 Series '99-A2', Callable, 6.470%, 2029-07-27 400 531 528 Series '99A3', Sinkable, Callable, 6.750%, 2039-07-27 264 348 357Bank of Montreal 2.120%, 2022-03-16 1,000 977 996 Series '14', Floating Rate, 2.367%, 2023-02-01 4,814 4,812 4,818Bankers Hall L.P. Sinkable, Callable, 4.377%, 2023-11-20 631 632 648Bombardier Inc. Callable, 7.500%, 2024-12-01 70 89 97 Callable, 7.500%, 2025-03-15 457 578 630 Callable, 7.875%, 2027-04-15 2,001 2,655 2,761Canadian Pacific Railway Co. Callable, 6.910%, 2024-10-01 192 234 213ClearStream Energy Services Inc. 8.000%, 2026-03-23 503 503 428Element Fleet Management Corp. Convertible, Callable, 4.250%, 2020-06-30 887 865 887


Face Value

$

Average Cost

$

Carrying Value

$

CORPORATES (continued)Enbridge Inc. Callable, 4.240%, 2042-08-27 906 849 900 Callable, 4.570%, 2044-03-11 1,062 1,039 1,110EUROFIMA 4.550%, 2027-03-30 888 1,009 1,013Ford Credit Canada Co. 3.742%, 2023-05-08 538 510 520 Floating Rate, 5.339%, 2022-01-10 2,314 2,315 2,341Ford Credit Canada Ltd. Floating Rate, 5.172%, 2024-03-21 883 883 879GE Capital Canada Funding Co. Variable Rate, 3.369%, 2023-02-06 1,049 1,051 1,044InPower BC G.P. Sinkable, 4.471%, 2033-03-31 387 408 418KS SP L.P. / KS SP1 L.P. / ARI SP L.P./ ARI SP1 L.P. Sinkable, 3.210%, 2019-06-15 128 128 128Loblaw Cos. Ltd. Callable, 6.150%, 2035-01-29 860 1,035 1,054 Callable, 6.450%, 2039-03-01 71 98 92Magna International Inc. Callable, 3.100%, 2022-12-15 803 818 813Maritimes & Northeast Pipeline L.P. 6.900%, 2019-11-30 24 27 24 Callable, 4.340%, 2019-11-30 29 30 30NAV Canada Series '97-2', Callable, 7.560%, 2027-03-01 578 725 698North Battleford Power L.P. Series 'A', Sinkable, 4.958%, 2032-12-31 142 155 158Ornge Issuer Trust Sinkable, 5.727%, 2034-06-11 656 714 768Pearson International Fuel Facilities Corp. Series 'A', Callable, 5.090%, 2032-03-09 211 206 237Plenary Properties NDC GP 5.090%, 2040-02-07 412 383 453Postmedia Network Inc. Callable, 8.250%, 2021-07-15 565 569 563Royal Bank of Canada 2.360%, 2022-12-05 1,000 978 1,001 Floating Rate, 2.377%, 2020-03-23 742 742 747 Floating Rate, Callable, 3.042%, 2085-06-29 650 397 698Shaw Communications Inc. Callable, 6.750%, 2039-11-09 3,789 4,104 4,807SNC-Lavalin Group Inc. Series '3', Floating Rate, 2.625%, 2021-03-02 987 987 973 Series '4', Callable, 3.235%, 2023-03-02 249 242 245Sobeys Inc. Callable, 4.700%, 2023-08-08 146 150 153 Callable, 5.790%, 2036-10-06 447 453 463 Callable, 6.640%, 2040-06-07 927 948 1,119 Series 'D', 6.060%, 2035-10-29 823 816 883Strait Crossing Development Inc. 6.170%, 2031-09-15 483 515 531Teck Resources Ltd. Callable, 6.000%, 2040-08-15 152 203 210 Callable, 6.250%, 2041-07-15 1,043 1,369 1,496Toronto-Dominion Bank (The) 1.680%, 2021-06-08 4,140 4,074 4,110 Floating Rate, 2.319%, 2023-06-28 2,532 2,532 2,546TransCanada PipeLines Ltd. 6.890%, 2028-08-07 611 763 775 Callable, 7.900%, 2027-04-15 277 361 365 Callable, 6.500%, 2030-12-09 783 961 980 Callable, 8.050%, 2039-02-17 47 72 71 Callable, 4.550%, 2041-11-15 138 143 147 Variable Rate, Callable, 4.962%, 2067-05-15 1,463 1,570 1,637Videotron Ltd. Callable, 5.625%, 2025-06-15 448 478 475 Callable, 5.750%, 2026-01-15 619 638 652WTH Car Rental ULC Series '18-1', Sinkable, 3.279%, 2023-07-20 329 329 337





Face Value

$

Average Cost

$

Carrying Value

$

CORPORATES (continued)Yellow Pages Digital & Media Solutions Ltd. Callable, 10.000%, 2022-11-01 561 559 572Yellow Pages Ltd. Convertible, 8.000%, 2022-11-30 437 388 440

51,107 53,196

SUPRANATIONAL GUARANTEES (0.29%)International Bank for Reconstruction and Development

(The) 2.250%, 2023-01-17 1,235 1,228 1,254

FEDERAL GUARANTEES (7.74%)Canada Housing Trust No. 1 1.200%, 2020-06-15 3,775 3,752 3,752 2.350%, 2023-09-15 3,940 4,021 4,023Export Development Canada 1.800%, 2022-09-01 600 599 599Government of Canada 0.750%, 2019-05-01 6,590 6,573 6,585 1.250%, 2020-02-01 14,965 14,906 14,915 1.750%, 2020-05-01 3,280 3,268 3,284

33,119 33,158

PROVINCIALS (15.87%)Financement-Québec 2.450%, 2019-12-01 1,500 1,534 1,507Hydro-Québec Series 'JN', 5.000%, 2050-02-15 465 625 683New Brunswick F-M Project Co. Inc. Step Rate, Sinkable, Callable, 6.470%, 2027-11-30 201 245 237OPB Finance Trust Callable, 1.880%, 2022-02-24 655 647 651Province of Alberta 2.900%, 2028-12-01 2,845 2,843 2,955 3.900%, 2033-12-01 535 576 613 3.100%, 2050-06-01 1,795 1,761 1,903Province of British Columbia 5.700%, 2029-06-18 1,035 1,305 1,342 6.350%, 2031-06-18 1,380 1,970 1,943Province of Manitoba 3.250%, 2029-09-05 750 778 796 3.200%, 2050-03-05 600 597 637Province of Ontario 4.200%, 2020-06-02 11,545 12,191 11,870 4.000%, 2021-06-02 4,815 5,338 5,043 3.150%, 2022-06-02 7,655 8,057 7,946 1.950%, 2023-01-27 850 847 850 2.850%, 2023-06-02 2,180 2,285 2,255 3.500%, 2024-06-02 2,075 2,256 2,220 2.650%, 2025-02-05 2,855 2,862 2,936 2.600%, 2027-06-02 4,355 4,278 4,438 2.900%, 2028-06-02 610 610 635 2.700%, 2029-06-02 1,400 1,414 1,432 5.850%, 2033-03-08 620 813 852 4.650%, 2041-06-02 325 412 425 2.900%, 2049-06-02 1,135 1,081 1,167Province of Quebec 2.450%, 2023-03-01 790 789 806 2.250%, 2024-02-22 680 680 688 2.600%, 2025-07-06 695 693 716 2.300%, 2029-09-01 1,800 1,796 1,796 6.250%, 2032-06-01 1,610 2,213 2,274 5.750%, 2036-12-01 1,000 1,215 1,432 5.000%, 2041-12-01 1,100 1,391 1,520 3.500%, 2045-12-01 415 468 475 3.500%, 2048-12-01 295 320 342 Series 'B125', Sinkable, 3.100%, 2051-12-01 625 626 678Province of Saskatchewan 3.050%, 2028-12-02 780 779 821 3.300%, 2048-06-02 450 449 492


Face Value

$

Average Cost

$

Carrying Value

$

PROVINCIALS (continued)Province of Saskatchewan 3.100%, 2050-06-02 565 602 599

67,346 67,975

MUNICIPALS (1.22%)City of Montreal 3.500%, 2024-09-01 1,010 1,008 1,072 3.000%, 2025-09-01 150 151 155City of Toronto 2.400%, 2026-06-24 685 684 685 3.200%, 2048-08-01 585 584 605Municipal Finance Authority of British Columbia 3.050%, 2028-10-23 1,400 1,396 1,463South Coast British Columbia Transportation Authority 3.250%, 2028-11-23 1,175 1,173 1,241

4,996 5,221

TOTAL CANADIAN BONDS 165,024 168,068

U.S. BONDS (6.45%)CORPORATES (6.45%)Apple Inc. Callable, 2.513%, 2024-08-19 6,799 6,797 6,837AT&T Inc. Callable, 4.850%, 2047-05-25 2,094 2,081 2,071 Callable, 5.100%, 2048-11-25 2,676 2,662 2,742BZ Holdings Inc.†

3.000%, 2022-05-22 369 450 493General Electric Capital Corp. 5.875%, 2038-01-14 1,341 1,703 1,919 6.875%, 2039-01-10 696 975 1,101 Series 'A', Floating Rate, 3.156%, 2026-05-05 302 316 358 Series 'NOTZ', Variable Rate, 3.661%, 2023-03-15 14 17 18General Electric Co. Series 'NOTZ', Floating Rate, 3.840%, 2023-04-15 27 32 35Lehman Brothers Holdings Inc. 4.850%, 2049-12-31 131 - 4Metropolitan Life Global Funding I 3.107%, 2021-04-16 1,801 1,801 1,825Navient Corp. Series 'A', 5.625%, 2033-08-01 1,100 967 1,133 Series 'B-ED', Callable, 6.000%, 2029-03-15 493 430 524PepsiCo Inc. Callable, 2.150%, 2024-05-06 1,698 1,695 1,674SES GLOBAL Americas Holdings G.P. 5.300%, 2044-03-25 747 854 892Tennessee Gas Pipeline Co. Callable, 8.375%, 2032-06-15 508 734 900Walt Disney Co. (The) 2.758%, 2024-10-07 5,054 5,048 5,110

26,562 27,636

TOTAL U.S. BONDS 26,562 27,636

FOREIGN BONDS (2.48%)CORPORATES (2.48%)Dexia Municipal Agency Series '323', 4.680%, 2029-03-09 592 522 700GE Capital International Funding Co. 4.418%, 2035-11-15 332 367 409Kaupthing Bank EHF Zero Coupon, 0.000%, 2031-01-18 4 - 9Kreditanstalt fuer Wiederaufbau-KfW 4.650%, 2023-02-28 474 554 519Lloyds Bank PLC Floating Rate, 2.842%, 2023-07-11 4,048 4,049 4,017





Face Value

$

Average Cost

$

Carrying Value

$

CORPORATES (continued)Nederlandse Waterschapsbank NV Series '885', 5.200%, 2025-03-31 217 242 249SES SA 5.300%, 2043-04-04 470 542 559Teva Pharmaceutical Finance Netherlands III BV 3.150%, 2026-10-01 401 420 439 Callable, 6.750%, 2028-03-01 369 479 498UniCredit SPA 4.625%, 2027-04-12 1,757 2,047 2,304 Floating Rate, 6.775%, 2022-01-14 665 884 917

10,106 10,620

TOTAL FOREIGN BONDS 10,106 10,620


Average Cost

$

Carrying Value

$

INVESTMENT FUNDS (48.84%)Addenda Commercial Mortgages Pooled Fund, Series 'A' 3,581,327 39,500 39,323Addenda Corporate Bond Pooled Fund 740,032 7,036 7,100Deutsche X-trackers Harvest CSI 300 China A-Shares ETF 13,978 524 537Financial Select Sector SPDR® Fund 15,004 539 515iShares Canadian Select Dividend Index ETF 22,896 570 556iShares Canadian Universe Bond Index ETF 52,466 1,635 1,647iShares China Large-Cap ETF 9,938 551 588iShares International Treasury Bond ETF 102,317 6,349 6,703iShares J.P. Morgan EM Local Currency Bond ETF 174,761 10,390 10,235iShares J.P. Morgan USD Emerging Markets Bond Index ETF

(CAD-Hedged)224,201 4,448 4,569

iShares MSCI Australia ETF 60,130 1,690 1,729iShares MSCI EAFE Small-Cap ETF 11,058 855 849iShares MSCI Europe Financials ETF 20,477 581 497iShares MSCI Frontier 100 ETF 14,003 547 532iShares MSCI Japan ETF 15,067 1,062 1,101iShares MSCI Poland ETF 17,689 520 541iShares MSCI South Korea ETF 6,455 617 526iShares MSCI United Kingdom ETF 39,010 1,536 1,720Kraneshares CSI China Internet ETF 9,538 520 600SPDR® Bloomberg Barclays Short Term International

Treasury Bond ETF162,855 6,540 6,651

SPDR® S&P Emerging Asia Pacific ETF 24,381 3,052 3,219TD Emerald Canadian Bond Index Fund 6,338,007 80,536 81,827VanEck Vectors India Small-Cap Index ETF 9,006 609 528VanEck Vectors Vietnam ETF 23,775 541 526Vanguard FTSE Developed Markets ETF 58,329 3,178 3,185Vanguard Global ex-U.S. Real Estate ETF 75,200 5,574 5,985Vanguard High Dividend Yield ETF 43,679 4,615 4,999Vanguard Total Bond Market ETF 103,015 10,539 11,172Vanguard U.S. Aggregate Bond Index ETF (CAD-Hedged) 452,806 10,924 11,193

TOTAL INVESTMENT FUNDS 205,578 209,153

TOTAL INVESTMENT PORTFOLIO (97.27%) 407,882 416,560DERIVATIVE LIABILITIES (-0.03%) (132)

OTHER ASSETS LESS LIABILITIES (2.76%) 11,830


428,258

† Denotes Level 3 financial assets










Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 81 - 1,002 1,083

Investment funds 209,153 - - 209,153

Bonds - 205,831 493 206,324

Short-term investments - - - -

209,234 205,831 1,495 416,560

Derivatives


LIABILITIES

Derivatives

Derivative financial instruments - (132) - (132)

TOTAL 209,234 205,699 1,495 416,428



Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 90 - 1,002 1,092


Bonds - 196,995 - 196,995

Short-term investments - 679 - 679

196,489 197,674 1,002 395,165

Derivatives

Derivative financial instruments - 119 - 119

LIABILITIES

Derivatives


TOTAL 196,489 197,793 1,002 395,284

During the period ended March 31, 2019, there was a transfer of $450 from Level 2 to Level 3 related to a change in the fair value measurement of certain bond holdings.

There were no significant transfers between the levels for the period ending March 31, 2018

The Fund presents transfers between hierarchy levels at fair value at the end of the period during which the transfer occurred.

The following table provides financial instruments recognized at fair value and for which Level 3 inputs were used in determining fair value:

Fair Value Measurements for Level 3 Securities

March 31, 2019 March 31, 2018

Bonds($)

Equities($)

Bonds($)

Equities($)

Balance - beginning of the period - 1,002 - 362

Net realized gain (loss) on investments - - - -

Net change in unrealized appreciation (depreciation) on investments

43 - - 128

Purchases - - - 512

Sales - - - -

Transfers into Level 3 450 - - -

Transfers out of Level 3 - - - -

Balance - end of the period 493 1,002 - 1,002

Change in unrealized gain (loss) of investments and derivatives held at end of the period

43 - - 128





The tables below summarize the valuation techniques and the unobservable inputs used in the fair value measurement of Level 3 financial instruments as of March 31, 2019 and March 31, 2018. The unobservable inputs used in valuation of Level 3 financial instruments can vary considerably over time depending on company specific factors and economic or market conditions. The table also illustrates the potential impact on the Fund if the unobservable inputs used in the valuation techniques had increased or decreased with all other variables held constant. Certain unobservable inputs used in the valuation techniques are not reasonably expected to shift and are indicated in the tables below as ‘‘n/a’’. Securities where the reasonable shift in the unobservable input did not result in a material impact on the Fund are indicated in the table below as nil.


HoldingsValuation technique

Unobservable Input

Carrying Value

Reasonable shift (+/-)

Change in Valuation

(+/-)

U.S. Dollar-Denominated Bonds*

Fair Value at Cost Purchase Price 493 n/a n/a

Equities

Internal Fundamental Model

Conversion Value 490 n/a n/a

EquitiesFair Value at Cost Purchase Price 512 n/a n/a

1,495


HoldingsValuation technique

Unobservable Input

Carrying Value

Reasonable shift (+/-)

Change in Valuation

(+/-)

Equities

Internal Fundamental Model

Conversion Value 490 n/a n/a

EquitiesFair Value at Cost Purchase Price 512 n/a n/a

1,002

The Fund's net assets are also invested in reference funds, the Fund may be indirectly exposed to financial instrument risks. Only direct exposure to risks arising from the Fund's financial instruments is presented.* Level 3 U.S. dollar-denominated holdings are translated into Canadian Dollars at the applicable daily closing foreign exchange rate.

Credit Risk

As at March 31, 2019 and March 31, 2018, the Fund had invested in debt instruments with the following credit rating(s):

Debt Instruments*by Credit Rating

Percentage of Net AssetsAs at March 31, 2019

(%)

Percentage of Net AssetsAs at March 31, 2018

(%)

AAA 13.90 14.20

AA 7.70 9.20

A 15.20 16.90

BBB 8.30 5.60

BB or lower 2.60 2.10

Not rated 0.50 0.50

* Excludes other Net Assets attributable to holders of redeemable units

Credit ratings are obtained from DBRS, Standard & Poor's or Moody's. The DBRS rating is presented and, if not available, the DBRS equivalent rating is presented.

Concentration Risk


Market Segments


As at March 31, 2019 (%)


As at March 31, 2018 (%)

Corporate bonds 28.17 26.28

Provincial bonds and guarantees 22.30 25.17

Investment Funds - Bond 14.59 13.08

Federal bonds and guarantees 14.57 13.39

Asset-Backed Securities 10.07 10.43

Investment Funds - Equity 4.55 6.02


Municipal bonds 1.64 1.10

Short-term investments 0.40 0.85

Supranational Guarantees 0.29 -

Energy 0.12 0.13


Global Bonds 0.08 0.08


Liquidity Risk


The Fund may hold derivatives assets or liabilities. These assets or liabilities may have a contractual maturity date of greater than 30 days.





Interest Rate Risk

The tables below summarize the Fund's exposure to interest rate risk by remaining terms to maturity as at March 31, 2019 and March 31, 2018. If the prevailing interest rates had been raised or lowered by 1%, assuming a parallel shift in the yield curve, with all other factors remaining constant, the Net Assets would have respectively decreased or increased by the amount presented under "Impact on Net Assets". The Fund’s sensitivity to interest rate changes was estimated using the weighted average duration of the portfolio. In practice, actual results may differ from this sensitivity analysis and the difference could be material.


< 1 year($)

1-5years($)

6-10years($)

> 10years($)

Non-interest Bearing

($)Total($)

Impact onNet Assets

($)

Investments 23,934 81,799 46,373 54,018 210,436 416,560 11,185

Cash/Margin/ (Bank overdraft)

11,904 - - - - 11,904 -

Other assets - - - - 12,592 12,592 -

Liabilities - - - - 12,798 12,798 -


< 1 year($)

1-5years($)

6-10years($)

> 10years($)

Non-interest Bearing

($)Total($)

Impact onNet Assets

($)

Investments 2,112 84,964 62,852 47,744 197,493 395,165 12,190

Cash/Margin/ (Bank overdraft)

8,695 - - - - 8,695 -

Other assets - - - - 8,204 8,204 -

Liabilities - - - - 5,072 5,072 -

Currency Risk

The tables below summarize the Fund's exposure to currency risk, if any, based on monetary and non-monetary assets of the Fund. The tables also illustrate the impact on Net Assets if the Canadian dollar had strengthened or weakened by 5% in relation to all foreign currencies, with all other factors remaining constant. In practice, actual results may differ from this sensitivity analysis and the difference could be material.


Currency*Financial

Instruments($)

Currency Contracts

($)

TotalExposure

($)


(%)

Impact onNet Assets

($)

GBP 9 - 9 - -

USD 83,325 (20,013) 63,312 14.78 3,166


Currency*Financial

Instruments($)

Currency Contracts

($)

TotalExposure

($)


(%)

Impact onNet Assets

($)

GBP 15 - 15 - 1

USD 83,536 (8,397) 75,139 18.46 3,757

* See generic note 6 for currency symbols.

Price Risk



BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

FTSE Canada Universe Bond Index

3.00 100.00 2.92 12,493


BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

FTSE Canada Universe Bond Index

3.00 100.00 2.91 11,838





The Fund’s investment objective is to seek to provide a consistent and superior income stream, while preserving capital by investing in Canadian fixed income securities of governments and companies, preferred shares of Canadian companies, and units of Canadian real estate investment trusts. The Fund may also invest in mutual funds managed by us, our affiliates or other fund managers that are consistent with this investment objective.

The Fund


Dates of Inception

MM/DD/YY

Series B 03/01/05

Series O 02/24/04



As at March 31, 2019 and March 31, 2018, the Fund had the following interests in unconsolidated structured entities to disclose:

TypeCarrying Value

March 31, 2019Carrying Value

March 31, 2018

Mortgage/Asset-Backed Securities 7,264 9,726

Investment Funds 209,153 196,399

Offsetting Financial Assets and Liabilities

The following tables present offsetting of financial assets and liabilities and collateral amounts that would occur if future events, such as bankruptcy or termination of contracts were to arise. No amounts were offset in the financial statements, therefore the Gross Amount represents the amounts shown in the Statements of Financial Position.

As at March 31, 2019 Amounts Eligible for Offset

Gross

AmountFinancial

InstrumentsCollateral

Received/PledgedNet

amount ($) ($) ($) ($)

Financial assets - by typeOpen Currency Contracts - - - -

Total - - - -

Financial liabilities - by type

Open Currency Contracts 132 - - 132

Total 132 - - 132

As at March 31, 2018 Amounts Eligible for Offset

Gross

AmountFinancial

InstrumentsCollateral

Received/PledgedNet

amount ($) ($) ($) ($)

Financial assets - by typeOpen Currency Contracts 119 - - 119

Total 119 - - 119

Financial liabilities - by type

Open Currency Contracts - - - -

Total - - - -



Supplemental Notes to Financial Statements - Fund Specific Information (continued)

March 31, 2019 (Generic Note 1b, in thousands of $, except per unit figures)

Open Currency Contracts

The Fund entered into currency contracts to reduce its foreign currency exposure. No cash collateral was pledged for the below currency contracts, therefore no cash collateral information will be shown. The details of these currency contracts are as follows:


Settlement DateNumber of Contracts

To Purchase ($)

To Sell ($)

Unrealized Gain (Loss) - CAD ($) Counterparty

Credit Rating

June 20, 2019 1 CAD 19,881 USD 15,010 (132) Royal Bank of Canada AA

1 (132)


Settlement DateNumber of Contracts

To Purchase ($)

To Sell ($)

Unrealized Gain (Loss) - CAD ($) Counterparty

Credit Rating

June 27, 2018 1 CAD 8,517 USD 6,524 119 Royal Bank of Canada AA

1 119

* See Generic Note 6 for currency information


Management Fees


Series


March 31, 2019 (%)


March 31, 2018 (%)

Series B 0.65 0.65

Series O 0.45 0.45




Period ended

Beginning of Period

Issued/ Reinvested

during Period


End of Period

Weighted Average

Units

Series B 2019 23 - 5 18 192018 22 2 1 23 23

Series O 2019 36,894 9,135 7,611 38,418 37,9722018 35,014 6,217 4,337 36,894 35,669



2019 ($)

2018 ($)









39,917 40,715




24,901 25,432






a) The Funds






































iv) Derecognition




d) Cash














i) Expenses


























i) Equities




iii) Bonds














vi) Cash








b) Financial Risks






i) Credit Risk










iii) Liquidity Risk



iv) Market Risk




b) Currency Risk


c) Price Risk

















a) Management Fees







8. Redeemable Units










11. Income Taxes







www.teic.com

JOV Prosperity International Equity Fund


Table Of Contents


Jov Prosperity PooledJOV Prosperity International Equity Fund 9









June 6, 2019






Our opinion








Basis for opinion





March 31 2019

March 31 2018

$ $ASSETSCURRENT ASSETSInvestments 144,578 162,186Cash 1,595 2,739Subscriptions receivable 3 27

146,176 164,952LIABILITIESCURRENT LIABILITIESRedemptions payable 246 125Expenses payable 146 165

392 290NET ASSETS ATTRIBUTABLE TO





Series B 14.23 14.47Series O 15.51 16.12



Statements of Comprehensive IncomeFor periods ended March 31 2019 2018In thousands (except per unit figures) $ $INCOMEDividends 4,820 5,341Other changes in fair value of investments and derivative financial

instrumentsInvestments:Net realized gain (loss) 8,435 5,296Net change in unrealized appreciation (depreciation) (11,015) 7,025Net gain (loss) in fair value of investments (2,580) 12,321Derivative financial instruments:Net realized gain (loss) - -Net change in unrealized appreciation (depreciation) - -Net gain (loss) in fair value of derivative financial instruments - -

Total other changes in fair value of investments and derivative financial instruments (2,580) 12,321

2,240 17,662EXPENSESManagement fees 1,777 1,937Foreign withholding taxes 355 -


TO HOLDERS OF REDEEMABLE UNITS 108 15,725INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS BY SERIESSeries B (1) 38Series O 109 15,687INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS PER UNITSeries B (0.04) 1.29Series O 0.01 1.50The accompanying Notes to the Financial Statements are an integral part of these statements.



HOLDERS OF REDEEMABLE UNITSSeries B (1) 38Series O 109 15,687DISTRIBUTIONS TO HOLDERS OF REDEEMABLE UNITSFrom net investment income:Series B (5) (9)Series O (2,710) (3,810)From realized gain on sale of investments and derivatives:Series B - -Series O (3,080) -



TO HOLDERS OF REDEEMABLE UNITSSeries B (121) 15Series O (18,757) 3,988NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE

UNITS AT END OF THE PERIODSeries B 309 430Series O 145,475 164,232


redeemable units 108 15,725Adjustments

Dividends (4,820) (5,341)Foreign withholding taxes 355 -Net realized loss (gain) of investments and derivative financial


investments and derivative financial instruments 11,015 (7,025)Proceeds from sale and maturity of investments 25,871 14,583Purchases of investments (10,843) (2,098)Increase / (decrease) in expenses payable (19) 8

Dividends received, net of withholding taxes 4,465 56CASH FLOWS FROM OPERATING ACTIVITIES 17,697 10,612CASH FLOWS FROM FINANCING ACTIVITIESDistribution paid to holders of redeemable units net of reinvested

distributions (185) (36)Proceeds from issuances of redeemable units 3,028 7,878Change in subscriptions receivable 24 (15)Issuance of units from other series (460) (2,654)Proceeds from redemption of redeemable units (21,829) (19,564)Change in redemptions payable 121 33Redemption of units from other series 460 2,654CASH FLOWS FROM FINANCING ACTIVITIES (18,841) (11,704)NET INCREASE (DECREASE) IN CASH (1,144) (1,092)Cash (Bank Overdraft) at Beginning of the Period 2,739 3,831CASH (BANK OVERDRAFT) AT END OF THE PERIOD 1,595 2,739






Average Cost

$

Carrying Value

$

INVESTMENT FUNDS (99.17%)BMO International Value Fund 'I' 2,716,951 42,030 48,787Brandes International Equity Fund 'I' 3,009,509 38,710 47,020Mawer International Equity Fund 'O' 842,297 32,212 48,771

TOTAL INVESTMENT FUNDS 112,952 144,578

TOTAL INVESTMENT PORTFOLIO (99.17%) 112,952 144,578OTHER ASSETS LESS LIABILITIES (0.83%) 1,206


145,784










Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities - - - -


Bonds - - - -


144,578 - - 144,578

Derivatives


LIABILITIES

Derivatives


TOTAL 144,578 - - 144,578



Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities


Bonds

Short-term investments

162,186 - - 162,186

Derivatives

Derivative financial instruments

LIABILITIES

Derivatives

Derivative financial instruments

TOTAL 162,186 - - 162,186


As the majority of the Fund's net assets are invested in underlying funds, the Fund may be indirectly exposed to financial instrument risks. Only direct exposure to risks arising from the Fund's financial instruments is presented.

The Fund's Manager ensures that the underlying funds' portfolio advisor manages financial risks. The Fund's Manager reviews the underlying funds' investment portfolios to analyze the management style and compares performance against the Fund's benchmarks. They receive analysis of performance, sector allocations and the underlying funds' top positions.

The Fund presents transfers between hierarchy levels at fair value at the end of the period during which the transfer occurred.

Credit Risk


Concentration Risk


Market Segments


As at March 31, 2019 (%)


As at March 31, 2018 (%)

Investment Funds - Equity 99.17 98.49


Liquidity Risk






Interest Rate Risk


Currency Risk

As at March 31, 2019 and March 31, 2018, the Fund had no significant exposure to currency risk.

Price Risk



BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

MSCI EAFE Index 10.00 100.00 9.92 14,458


BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

MSCI EAFE Index 10.00 100.00 9.85 16,219





The Fund’s investment objective is to seek to provide long-term capital appreciation through investment in equity markets outside of Canada and the U.S. by investing in equity securities of issuers in throughout the world including Europe, Asia and the Far East. The Fund may also invest in mutual funds managed by us, our affiliates or other fund managers that are consistent with this investment objective and may invest up to 100% of its net assets in securities of other mutual funds.

The Fund


Dates of Inception

MM/DD/YY

Series B 03/01/05

Series O 02/24/04



As at March 31, 2019 and March 31, 2018, the Fund had the following interests in unconsolidated structured entities to disclose:

TypeCarrying Value

March 31, 2019Carrying Value

March 31, 2018

Investment Funds 144,578 162,186


Management Fees


Series


March 31, 2019 (%)


March 31, 2018 (%)

Series B 1.30 1.30

Series O 1.05 1.05




Period ended

Beginning of Period

Issued/ Reinvested

during Period


End of Period

Weighted Average

Units

Series B 2019 30 - 8 22 252018 31 1 2 30 30

Series O 2019 10,188 577 1,385 9,380 9,6802018 10,673 743 1,228 10,188 10,516





a) The Funds






































iv) Derecognition




d) Cash














i) Expenses


























i) Equities




iii) Bonds














vi) Cash








b) Financial Risks






i) Credit Risk










iii) Liquidity Risk



iv) Market Risk




b) Currency Risk


c) Price Risk

















a) Management Fees







8. Redeemable Units










11. Income Taxes







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JOV Prosperity U.S. Equity Fund


Table Of Contents


Jov Prosperity PooledJOV Prosperity U.S. Equity Fund 9









June 6, 2019






Our opinion








Basis for opinion





March 31 2019

March 31 2018

$ $ASSETSCURRENT ASSETSInvestments 120,191 112,009Cash 1,354 1,538Subscriptions receivable 1 -Receivable for investments sold 308 13,790Interest, dividends, distributions and other

receivable 209 186122,063 127,523

LIABILITIESCURRENT LIABILITIESPayable for investments purchased 100 101Redemptions payable 683 126Distributions payable 373 177Expenses payable 98 105

1,254 509NET ASSETS ATTRIBUTABLE TO





Series B 17.11 15.75Series O 16.28 15.46




Statements of Comprehensive IncomeFor periods ended March 31 2019 2018In thousands (except per unit figures) $ $INCOMEInterest for distribution purposes 24 16Dividends 2,783 2,977Securities lending 5 9Foreign exchange gain (loss) on cash (215) 19Other changes in fair value of investments and derivative financial

instrumentsInvestments:Net realized gain (loss) 11,210 7,245Net change in unrealized appreciation (depreciation) 1,736 (612)Net gain (loss) in fair value of investments 12,946 6,633Derivative financial instruments:Net realized gain (loss) 76 (152)Net change in unrealized appreciation (depreciation) (3) 4Net gain (loss) in fair value of derivative financial instruments 73 (148)

Total other changes in fair value of investments and derivative financial instruments 13,019 6,485

15,616 9,506EXPENSESManagement fees 1,171 1,238Transaction costs 25 33Foreign withholding taxes 318 337


TO HOLDERS OF REDEEMABLE UNITS 14,102 7,898INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS BY SERIESSeries B 23 16Series O 14,079 7,882INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE

TO HOLDERS OF REDEEMABLE UNITS PER UNITSeries B 1.81 0.88Series O 1.82 0.91The accompanying Notes to the Financial Statements are an integral part of these statements.





HOLDERS OF REDEEMABLE UNITSSeries B 23 16Series O 14,079 7,882DISTRIBUTIONS TO HOLDERS OF REDEEMABLE UNITSFrom net investment income:Series B (2) (2)Series O (1,429) (1,146)From realized gain on sale of investments and derivatives:Series B (4) -Series O (5,756) (1,800)



TO HOLDERS OF REDEEMABLE UNITSSeries B (57) (37)Series O (6,148) (4,445)NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE



redeemable units 14,102 7,898Adjustments

Interest for distribution purposes (24) (16)Dividends (2,783) (2,977)Foreign withholding taxes 318 337Foreign exchange loss (gain) on cash 215 (19)Net realized loss (gain) of investments and derivative financial


investments and derivative financial instruments (1,733) 608Proceeds from sale and maturity of investments 68,448 54,955Purchases of investments (50,130) (44,695)Increase / (decrease) in expenses payable (7) (1)

Interest received (paid) 24 16Dividends received, net of withholding taxes 2,442 2,630CASH FLOWS FROM OPERATING ACTIVITIES 19,586 11,643CASH FLOWS FROM FINANCING ACTIVITIESDistribution paid to holders of redeemable units net of reinvested

distributions (222) 144Proceeds from issuances of redeemable units 1,884 5,438Change in subscriptions receivable (1) -Issuance of units from other series (990) (2,686)Proceeds from redemption of redeemable units (21,773) (17,790)Change in redemptions payable 557 46Redemption of units from other series 990 2,686CASH FLOWS FROM FINANCING ACTIVITIES (19,555) (12,162)Foreign exchange gain (loss) on cash (215) 19NET INCREASE (DECREASE) IN CASH (184) (500)Cash (Bank Overdraft) at Beginning of the Period 1,538 2,038CASH (BANK OVERDRAFT) AT END OF THE PERIOD 1,354 1,538






Average Cost

$

Carrying Value

$

CANADIAN EQUITIES (0.62%)INDUSTRIALS (0.62%)Canadian National Railway Co. 6,314 396 755

U.S. EQUITIES (88.33%)CONSUMER DISCRETIONARY (8.91%)Dollar General Corp. 1,968 309 314Dollar Tree Inc. 2,097 265 294Home Depot Inc. (The) 6,662 1,122 1,708Lowe's Cos. Inc. 7,480 963 1,094Nike Inc., Class 'B' 3,909 246 440Ross Stores Inc. 17,955 1,320 2,233Starbucks Corp. 24,514 1,754 2,434Target Corp. 10,719 1,033 1,149Tractor Supply Co. 4,566 351 596Whirlpool Corp. 2,842 533 505

7,896 10,767

CONSUMER STAPLES (5.09%)Colgate-Palmolive Co. 5,920 408 542Costco Wholesale Corp. 1,589 321 514CVS Health Corp. 13,715 1,244 988Estée Lauder Cos. Inc., Class 'A' 9,051 1,716 2,003Kimberly-Clark Corp. 2,158 319 357Mondelez International Inc., Class 'A' 11,747 478 783Philip Morris International Inc. 8,105 997 957

5,483 6,144

ENERGY (4.99%)ConocoPhillips 6,926 442 618Enterprise Products Partners L.P. 17,469 531 679EOG Resources Inc. 5,484 529 697Occidental Petroleum Corp. 7,185 664 635Phillips 66 9,616 1,118 1,223Schlumberger Ltd. 26,382 2,317 1,536Valero Energy Corp. 5,660 604 641

6,205 6,029

FINANCIALS (13.83%)American Express Co. 7,135 701 1,042Bank of America Corp. 97,507 2,792 3,594Bank of New York Mellon Corp. (The) 23,333 1,611 1,572BB&T Corp. 6,575 428 409Blackstone Group L.P. (The) 9,852 364 460Goldman Sachs Group Inc. (The) 2,082 402 534JPMorgan Chase & Co. 18,607 1,468 2,516Morgan Stanley 6,556 236 370Nasdaq Inc. 5,272 344 616PNC Financial Services Group Inc. 9,427 1,774 1,545State Street Corp. 12,948 1,221 1,138TD Ameritrade Holding Corp. 4,668 341 312U.S. Bancorp 19,738 1,319 1,271Wells Fargo & Co. 20,542 1,528 1,326

14,529 16,705

HEALTH CARE (11.41%)Abbott Laboratories 4,304 210 460Becton 893 298 298Biogen Inc. 1,021 370 322Cardinal Health Inc. 8,265 885 532Danaher Corp. 15,554 1,488 2,744Elanco Animal Health Inc. 6,842 263 293Eli Lilly and Co. 3,695 371 641Johnson & Johnson 11,273 1,573 2,105McKesson Corp. 2,202 473 344Pfizer Inc. 20,554 931 1,166Thermo Fisher Scientific Inc. 2,900 337 1,060UnitedHealth Group Inc. 5,052 974 1,669



Average Cost

$

Carrying Value

$

HEALTH CARE (continued)Zoetis Inc. 15,952 1,679 2,145

9,852 13,779

INDUSTRIALS (11.10%)Ametek Inc. 4,366 305 484Boeing Co. (The) 3,080 1,478 1,569Cintas Corp. 5,991 954 1,618Fluor Corp. 3,496 219 172Fortive Corp. 3,440 325 386General Electric Co. 101,427 1,995 1,354Honeywell International Inc. 3,880 318 824Roper Technologies Inc. 3,756 1,090 1,716Southwest Airlines Inc. 29,373 1,780 2,036Stanley Black & Decker Inc. 7,179 1,115 1,306United Technologies Corp. 10,960 1,526 1,887Wabtec Corp. 544 55 54

11,160 13,406

INFORMATION TECHNOLOGY (18.30%)Adobe Inc. 1,599 199 569Amdocs Ltd. 6,407 545 463Analog Devices Inc. 2,905 346 409Apple Inc. 1,905 159 483Broadcom Inc. 4,521 1,412 1,816Broadridge Financial Solutions Inc. 12,286 1,654 1,702Cisco Systems Inc. 30,306 1,376 2,186Cognizant Technology Solutions Corp., Class 'A' 7,958 491 770DXC Technology Co. 5,486 590 471Electronic Arts Inc. 3,524 522 478Fidelity National Information Services Inc. 5,997 395 906International Business Machines Corp. 5,150 984 971MasterCard Inc., Class 'A' 3,181 262 1,001Microsoft Corp. 4,428 570 698NetApp Inc. 18,633 1,624 1,726Oracle Corp. 12,469 598 895QUALCOMM Inc. 10,863 766 828Salesforce.com Inc. 1,528 245 323Texas Instruments Inc. 16,217 1,973 2,298Visa Inc., Class 'A' 14,933 1,333 3,116

16,044 22,109

MATERIALS (2.32%)Crown Holdings Inc. 7,138 422 520DowDuPont Inc. 17,718 1,345 1,262PPG Industries Inc. 2,825 381 426Sherwin-Williams Co. (The) 1,034 269 595

2,417 2,803

REAL ESTATE (3.54%)American Tower Corp., REIT 11,385 1,717 2,997HCP Inc., REIT 30,514 1,155 1,276

2,872 4,273

TELECOMMUNICATION SERVICES (4.84%)Alphabet Inc., Class 'A' 916 664 1,441Alphabet Inc., Class 'C' 365 122 572AT&T Inc. 19,817 936 830Comcast Corp., Class 'A' 16,082 443 859Facebook Inc., Class 'A' 2,875 566 640Verizon Communications Inc. 16,102 1,028 1,272Walt Disney Co. (The) 1,612 110 239

3,869 5,853






Average Cost

$

Carrying Value

$

UTILITIES (4.01%)American Electric Power Co. Inc. 2,018 106 226Dominion Energy Inc. 15,097 1,501 1,546Entergy Corp. 12,133 1,199 1,550Exelon Corp. 22,719 1,227 1,522

4,033 4,844

TOTAL U.S. EQUITIES 84,360 106,712

CountryNumber of Securities

Average Cost

$

Carrying Value

$

FOREIGN EQUITIES (10.53%)CONSUMER DISCRETIONARY (0.43%)LVMH Moët Hennessy-Louis Vuitton

SA, ADRFrance 5,239 231 516

CONSUMER STAPLES (1.37%)Danone SA, ADR France 27,766 450 571Diageo PLC, ADR United Kingdom 2,158 280 472Pernod Ricard SA France 12,700 353 609

1,083 1,652

ENERGY (1.21%)BP PLC, ADR United Kingdom 22,097 1,083 1,290Core Laboratories NV Netherlands 1,844 151 170

1,234 1,460

FINANCIALS (1.40%)Chubb Ltd. Switzerland 9,014 1,376 1,687

HEALTH CARE (1.58%)Medtronic PLC Ireland 8,054 802 980Sanofi SA, ADR France 15,732 907 931

1,709 1,911

INDUSTRIALS (2.47%)Ingersoll-Rand PLC Ireland 11,482 1,303 1,655Johnson Controls International PLC Ireland 26,860 1,480 1,326

2,783 2,981

INFORMATION TECHNOLOGY (0.98%)Accenture PLC, Class 'A' Ireland 3,521 346 828TE Connectivity Ltd. Switzerland 3,335 405 360

751 1,188

MATERIALS (1.10%)Linde PLC Ireland 5,655 1,176 1,329

TOTAL FOREIGN EQUITIES 10,343 12,724

TOTAL INVESTMENT PORTFOLIO (99.49%) 95,099 120,191OTHER ASSETS LESS LIABILITIES (0.51%) 618


120,809










Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 120,191 - - 120,191


Bonds - - - -


120,191 - - 120,191

Derivatives


LIABILITIES

Derivatives


TOTAL 120,191 - - 120,191



Level 1($)

Level 2($)

Level 3($)

Total($)

ASSETS

Investments

Equities 112,009 - - 112,009


Bonds - - - -


112,009 - - 112,009

Derivatives


LIABILITIES

Derivatives


TOTAL 112,009 - - 112,009


Credit Risk


Concentration Risk


Market Segments


As at March 31, 2019 (%)


As at March 31, 2018 (%)

Financials 17.80 17.56


Industrials 14.19 16.20

Health care 12.99 10.15


Consumer staples 6.45 7.48

Energy 6.20 5.72

Telecommunication services 4.84 2.87

Utilities 4.01 0.93

Real Estate 3.54 2.46

Materials 3.42 2.62


Liquidity Risk






Interest Rate Risk


Currency Risk

The tables below summarize the Fund's exposure to currency risk, if any, based on monetary and non-monetary assets of the Fund. The tables also illustrate the impact on Net Assets if the Canadian dollar had strengthened or weakened by 5% in relation to all foreign currencies, with all other factors remaining constant. In practice, actual results may differ from this sensitivity analysis and the difference could be material.


Currency*Financial

Instruments($)

Currency Contracts

($)

TotalExposure

($)


(%)

Impact onNet Assets

($)

USD 121,641 - 121,641 100.69 6,082


Currency*Financial

Instruments($)

Currency Contracts

($)

TotalExposure

($)


(%)

Impact onNet Assets

($)

USD 127,261 - 127,261 100.19 6,363

* See generic note 6 for currency symbols.

Price Risk



BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

S&P 500 Index 10.00 100.00 9.95 12,019


BenchmarkChange in

Benchmark(%)


(%)

Impact onNet Assets

(%)

Impact onNet Assets

($)

S&P 500 Index 10.00 100.00 8.82 11,201





The Fund’s investment objective is to seek to provide long-term capital appreciation through investment in the U.S. equity markets by investing primarily in equity securities of U.S. companies and to a lesser degree, bonds, debentures and other securities issued by governments, financial institutions and companies (including, among others, exchange traded funds) in Canada and in the United States. The Fund may also invest in mutual funds managed by Industrial Alliance, affiliates of Industrial Alliance or other fund managers that are consistent with this investment objective and may invest up to 100% of its net assets in securities of other mutual funds.

The Fund


Dates of Inception

MM/DD/YY

Series B 03/01/05

Series O 02/24/04



The Fund has no significant interests in unconsolidated structured entities to disclose.


Management Fees


Series


March 31, 2019 (%)


March 31, 2018 (%)

Series B 1.10 1.10

Series O 0.85 0.85




Period ended

Beginning of Period

Issued/ Reinvested

during Period


End of Period

Weighted Average

Units

Series B 2019 16 - 4 12 132018 20 - 4 16 19

Series O 2019 8,196 575 1,364 7,407 7,7362018 8,796 553 1,153 8,196 8,602

Soft Dollar CommissionsSee Generic Note 9

In addition to paying for the cost of brokerage services in respect to security transactions, commissions paid to certain brokers may also cover research services provided to the investment manager. The value of the research services included in the commissions paid by the Fund to those brokers are as follows:


($)


($)

14 6



2019 ($)

2018 ($)









10,903 11,121




7,921 8,079






a) The Funds






































iv) Derecognition




d) Cash














i) Expenses


























i) Equities




iii) Bonds














vi) Cash








b) Financial Risks






i) Credit Risk










iii) Liquidity Risk



iv) Market Risk




b) Currency Risk


c) Price Risk

















a) Management Fees







8. Redeemable Units










11. Income Taxes







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