Horizons US Equity Managed Risk ETF (HUS.U, HUS.V:TSX)

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1 Annual Report December 31, 2015 Horizons US Equity Managed Risk ETF (HUS.U, HUS.V:TSX) Innovation is our capital. Make it yours. ALPHA BENCHMARK BETAPRO

2 Contents MANAGEMENT REPORT OF FUND PERFORMANCE Management Discussion of Fund Performance...1 Financial Highlights...6 Past Performance...10 Summary of Investment Portfolio...12 MANAGER S RESPONSIBILITY FOR FINANCIAL REPORTING...14 INDEPENDENT AUDITORS REPORT...15 FINANCIAL STATEMENTS Statements of Financial Position...16 Statements of Comprehensive Income...17 Statements of Changes in Financial Position...18 Statements of Cash Flows...19 Schedule of Investments...20 Notes to Financial Statements...21

3 Letter from the Co-CEO: The story for investors in 2015 was one of a return to volatility, especially in the North American markets. Canadian equities declined noticeably and in the U.S., the S&P 500 experienced its first 10% correction in over three years, only to rally to end the year with a modest loss. Additionally, the Canadian Dollar had its worst performing year relative to the U.S. Dollar since 2008 and we saw very marginal returns from the fixed income markets. For Horizons ETFs, this year could be called The Year of the Active ETF, since many of our actively managed equity and fixed income ETFs delivered strong relative returns. Portfolio managers who can identify sectors or individual securities with better relative returns can, and do, deliver attractive results, assuming they are not burdened with the high management fees that can plague many actively managed mutual funds. Over the past year, we received many third party industry accolades and awards for our Active ETFs, which combine top-tier professional portfolio management with competitive management fees. This past year was also one where we demonstrated our unique market leadership position in indexing. The Horizons S&P/TSX 60 Index ETF ( HXT ) celebrated its five-year anniversary with an additional rebate, which lowered the ETF s effective management fee to 0.03% (from 0.05%), making it the lowest-cost fund in Canada. HXT was the first ETF that we launched with a unique total return swap structure that seeks to improve tracking error and tax efficiency by way of its synthetic structure. We now have six such ETFs in our benchmark family, including the Horizons US 7-10 Year Treasury Bond ETF ( HTB ) launched in April Most investment metrics suggest that we could be at or near the end of a five-year Goldilocks market a climate of perpetually higher returns and low volatility. As a firm, we re generally agnostic on the direction of where capital markets are headed, but we do think it s fair to say that an unprecedented era of easy returns is over. Since there isn t a single solution to investment success, we believe that our diverse suite of Canadian ETF solutions offers investors the flexibility to react efficiently to ever-changing market conditions into 2016 and beyond. Of course, you re not alone in your investment process. I urge you to visit our website at where we offer a range of resources designed to help you become a better ETF investor. Most importantly, it s our goal to help you find the best ETF solutions for your unique investment needs. Wishing you the best for 2016, Steven J. Hawkins Co-CEO Horizons ETFs Management (Canada) Inc.

4 MANAGEMENT REPORT OF FUND PERFORMANCE This annual management report of fund performance for Horizons US Equity Managed Risk ETF ( Horizons HUS.U or the ETF ) contains financial highlights and is included with the audited annual financial statements for the investment fund. You may request a copy of the ETF s unaudited interim or audited annual financial statements, interim or annual management report of fund performance, current proxy voting policies and procedures, proxy voting disclosure record, or quarterly portfolio disclosures, at no cost, from the ETF s manager, AlphaPro Management Inc. ( AlphaPro or the Manager ), by calling toll free , or locally (416) , by writing to us at: 26 Wellington Street East, Suite 700, Toronto ON, M5E 1S2, or by visiting our website at or SEDAR at This document may contain forward-looking statements relating to anticipated future events, results, circumstances, performance, or expectations that are not historical facts but instead represent our beliefs regarding future events. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking statements will not prove to be accurate. We caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed or implied in the forward-looking statements. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including but not limited to market and general economic conditions, interest rates, regulatory and statutory developments, and the effects of competition in the geographic and business areas in which the ETF may invest and the risks detailed from time to time in the ETF s prospectus. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. We caution that the foregoing list of factors is not exhaustive, and that when relying on forward-looking statements to make decisions with respect to investing in the ETF, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Due to the potential impact of these factors, the Manager does not undertake, and specifically disclaims, any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Management Discussion of Fund Performance Investment Objective and Strategies The investment objective of Horizons HUS.U is to provide unitholders with exposure to (a) the performance of the S&P 500 through a portfolio of equity securities and/or index funds and (b) an actively managed basket of put and call options (the US Overlay ) that seeks to provide protection from significant market declines over rolling one-month periods and seeks to reduce the overall volatility of returns of Horizons HUS.U. Horizons HUS.U does not seek to hedge its exposure to the U.S. dollar back to the Canadian dollar. To achieve its investment objective, Horizons HUS.U is at all times substantially invested in a portfolio of equity securities and/or index funds that will provide exposure to the S&P 500. Additionally, the ETF s investment manager has implemented the US Overlay to attempt to provide protection from significant market declines over rolling one-month periods. The bulk of this protection comes in the form of long and short positions using put and call options on indices that track the performance of the S&P 500. The investment manager generally intends to re-initiate new option positions, or roll existing option positions, that make up the US Overlay each month and reinvest any gains from these activities into equity securities and/or index funds. The Investment Manager also may, at its discretion, liquidate and establish new option positions in the US Overlay during a month, or liquidate option positions without establishing new positions. The US Overlay only contains exchange-traded options. Horizons HUS.U does not seek to hedge its exposure to the U.S. dollar back to the Canadian dollar. Please refer to the ETF s most recent prospectus for a complete description of Horizons HUS.U s investment restrictions. 1

5 Management Discussion of Fund Performance (continued) Horizons US Equity Managed Risk ETF Risk The Manager, as a summary for existing investors, is providing the list below of the risks to which an investment in the ETF may be subject. Prospective investors should read the ETF s most recent prospectus and consider the full description of the risks contained therein before subscribing for units. The risks to which an investment in the ETF is subject are listed below and have not changed from the list of risks found in the ETF s most recent prospectus. A full description of each risk listed below may also be found in the most recent prospectus. The most recent prospectus is available at or from or by contacting AlphaPro Management Inc. directly via the contact information on the back page of this document. Stock market risk Specific issuer risk Legal and regulatory risk Exchange traded funds risk Reliance on historical data risk Corresponding net asset value risk Designated broker/dealer risk Cease trading of securities risk Exchange risk Early closing risk No assurance of meeting investment objective Tax risk Securities lending, repurchase and reverse repurchase transaction risk Loss of limited liability Reliance on key personnel Distributions risk Conflicts of interest No ownership interest Market for units Redemption price Net asset value fluctuation Restrictions on certain unitholders Highly volatile markets Multi-class risk No guaranteed return Derivatives risk Foreign currency risk Income trust investment risk Foreign stock exchange risk Short selling risk Foreign currency denomination risk Use of options risk Overlay risk Market conditions risk Complexity Low volatility risk Results of Operations For the year ended December 31, 2015, the Class E units and Advisor Class units of the ETF returned -3.07% and -3.88%, respectively, when including distributions paid to unitholders. This compares to the S&P 500 (the Index ), which returned 1.38% for the same period on a total return basis. The S&P 500 is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available U.S. market capitalization. General Market Review The general level of implied volatility, or the prices paid for index and single name options, was relatively subdued in the first half of While volatility levels began the year somewhat higher, they drifted lower over subsequent months as realized, or actual, volatility declined into and throughout the summer. 2

6 Management Discussion of Fund Performance (continued) Horizons US Equity Managed Risk ETF More stable crude oil prices managed to bring some calm early on and crude even managed a strong rally from April to June. An improving U.S. economic backdrop continued to be supportive for U.S. stocks and consistently good earnings results from the all-important technology sector continued to lend some support to broader equities. However, the more narrow breadth of the advance would prove to be a hidden weakness as the year continued to unfold. Towards the end of August the backdrop would dramatically change as China growth fears began to again affect both commodities and equities alike. Ever increasing oil inventory levels and OPEC s refusal to stem production may have also contributed to a sudden drop in crude oil, and ultimately to weakness in energy related equities. Knock-on effects arose as contagion fears over oil related credit exposure began to worry debt markets, which spread to equity markets in tandem. Market volatility returned in full force in August and persisted throughout much of the rest of the year. The U.S. Federal Reserve s (the Fed ) withdrawal of monetary stimulus, commodity weakness, interest rate uncertainty and slowing overseas economies were recurring themes that worried investors. Multi-decade historical lows in volatility would become multi-year highs between June and September, a clear symptom of renewed investor worry and confusion. In that environment, downside protection and volatility remained expensive throughout the year despite the bouts of very low historical volatility that we experienced in the first half. This was due to option put skew levels remaining well bid, something that has become more of a steady occurrence in the past 18 months. We see this as being an expected result of a volatility regime shift that has occurred as a result of the removal of the Fed s quantitative easing stimulus. This lack of implicit and actual support to asset markets has brought a newfound interest in market participants protecting for severe downside moves for equity portfolios. Historical levels in the implied volatility of volatility has been another indicator of the potential for perhaps more longer lasting fear in the current market environment. This higher ongoing cost to protect is something that the portfolio managers have taken into account when choosing new tranches of options for the protective US Overlay portion of the portfolio. Overall implied index volatility levels have remained elevated into the end of the year, and in our opinion, represents value to covered calls being used to mitigate the ongoing costs to protect the ETF. Performance has reflected the ongoing costs of protection. Throughout these changing volatility regimes the managers continue to monitor for the most cost effective insurance for the portfolio. Outlook The US Overlay served the ETF well in the larger sell-offs of January, late June and the end of August, and the portfolio is well positioned to weather any similar storms in the future. Importantly, the portfolio is able to potentially participate in an upside rebound in markets, while also maintaining, at all times, the required protective overlay should markets fall precipitously. Duration and strike distance of the US Overlay are being evaluated on an ongoing basis for potential adjustments in this higher volatility regime. Other Operating Items and Changes in Net Assets Attributable to Holders of Redeemable Units For the year ended December 31, 2015, the ETF generated gross comprehensive income (loss) from investments and derivatives of ($402,171). This compares to $1,010,771 for the year ended December 31, The ETF paid management, operating and transaction expenses of $274,562 (2014 $346,212) of which $55,726 (2014 $90,853) was either paid or absorbed by the Manager on behalf of the ETF. The waiving and/or absorption of such fees and/or expenses by the Manager may be terminated at any time, or continued indefinitely, at the discretion of the Manager. 3

7 Management Discussion of Fund Performance (continued) Horizons US Equity Managed Risk ETF 4 The ETF distributed $302,707 to Class E unitholders and $22,880 to Advisor Class unitholders during the year (2014 Class E: $333,584, Advisor Class: $16,539). Unitholder Activity An ETF is a stock exchange listed, open-ended, continuously offered fund. All orders to purchase units directly from the ETF must be placed by designated brokers and/or underwriters. On any trading day, a designated broker or an underwriter may place a subscription order for a prescribed number of units ( PNU ) or integral multiple PNU. The ETF reserves the absolute right to reject any subscription order placed by a designated broker and/or an underwriter. No fees will be payable by the ETF to a designated broker or an underwriter in connection with the issuance of units. On the issuance of units, the Manager may, at its discretion, charge an administrative fee to an underwriter or designated broker to offset any expenses incurred in issuing the units. All unitholders of the ETF may exchange the applicable PNU (or an integral multiple thereof) of the ETF on any trading day for a prescribed basket of securities (as determined by the investment manager) and/or cash, subject to the requirement that a minimum PNU be exchanged. The Manager may, in its complete discretion, pay exchange proceeds consisting of cash only in an amount equal to the net asset value of the applicable PNU of the ETF next determined following the receipt of the exchange request. The Manager will, upon receipt of the exchange request, advise the unitholder submitting the request as to whether cash and/or a basket of securities will be delivered to satisfy the request. Investors are able to trade units of the ETF in the same way as other securities traded on the Toronto Stock Exchange ( TSX ), including by using market orders and limit orders. An investor may buy or sell units of the ETF on the TSX only through a registered broker or dealer in the province or territory where the investor resides. Investors may incur customary brokerage commissions when buying or selling units. Presentation The attached financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ). Any mention of total net assets, net assets, net asset value or increase (decrease) in net assets in the financial statements and/or management report of fund performance for periods starting on or after January 1, 2013 is referring to net assets or increase (decrease) in net assets attributable to holders of redeemable units as reported under IFRS. Any information presented for periods prior to January 1, 2013 is in accordance with Canadian generally accepted accounting principles ( Canadian GAAP ). Recent Developments There are no recent industry, management or ETF related developments that are pertinent to the present and future of the ETF. Related Party Transactions Certain services have been provided to the ETF by related parties and those relationships are described below. Manager, Trustee and Investment Manager The manager and trustee of the ETF is AlphaPro Management Inc., 26 Wellington Street East, Suite 700, Toronto, Ontario, M5E 1S2, a corporation incorporated under the laws of Ontario specializing in actively managed ETFs. AlphaPro is a

8 Management Discussion of Fund Performance (continued) Horizons US Equity Managed Risk ETF subsidiary of Horizons ETFs Management (Canada) Inc., which also serves as the ETF s investment manager ( Horizons Management or the Investment Manager ), and both entities are members of the Mirae Asset Financial Group. If the ETF invests in the Horizons Management ETFs, Horizons Management may receive management fees in respect of the ETF s assets invested in such Horizons Management ETFs. The offices of the Manager and Investment Manager are the same. Other Related Parties An affiliate of National Bank of Canada ( NBC ) and National Bank Financial Inc. ( NBF ) holds an indirect minority interest in the Manager. NBF acts or may act as a designated broker, an underwriter and/or a registered trader (market maker). These relationships may create actual or perceived conflicts of interest which investors should consider in relation to an investment in the ETF. In particular, by virtue of these relationships, NBF may profit from the sale and trading of the ETF s units. NBF, as market maker of the ETF in the secondary market, may therefore have economic interests which differ from and may be adverse to those of unitholders. NBF s potential roles as a designated broker and a dealer of the ETF is not as an underwriter of the ETF in connection with the primary distribution of units under the ETF s prospectus. NBF was not involved in the preparation of, nor did it perform any review of, the contents of the ETF s prospectus. NBF and its affiliates may, at present or in the future, engage in business with the ETF, the issuers of securities making up the investment portfolio of the ETF, or with the Manager or any funds sponsored by the Manager or its affiliates, including by making loans, executing brokerage transactions, entering into derivative transactions or providing advisory or agency services. In addition, the relationship between NBF and its affiliates, and the Manager and its affiliates may extend to other activities, such as being part of a distribution syndicate for other funds sponsored by the Manager or its affiliates. For the years ended December 31, 2015 and 2014, the ETF paid $5,590 (2014 $1,106) to NBF and/or its affiliates in broker commissions on portfolio transactions. 5

9 Financial Highlights The following tables show selected key financial information about the ETF and are intended to help you understand the ETF s financial performance since it effectively began operations on May 29, This information is derived from the ETF s audited annual financial statements. Please see the front page for information on how you may obtain the ETF s annual or interim financial statements. The ETF s Net Assets per Unit Class E Year Net assets, beginning of year (1) $ Increase (decrease) from operations: Total revenue Total expenses (0.15) (0.17) (0.16) (0.07) Realized gains (losses) for the year (0.41) Unrealized gains (losses) for the year (0.14) (0.83) Total increase (decrease) from operations (2) (0.44) Distributions: From net investment income (excluding dividends) (0.13) (0.01) (0.02) (0.09) From net realized capital gains (0.23) (1.63) (0.21) From return of capital (0.13) Total annual distributions (3) (0.26) (0.24) (1.65) (0.30) Net assets, end of year (4) $

10 Financial Highlights (continued) Advisor Class Year Net assets, beginning of year (1) $ Increase (decrease) from operations: Total revenue Total expenses (0.25) (0.28) (0.26) (0.12) Realized gains (losses) for the year (0.41) Unrealized gains (losses) for the year (0.09) (0.92) Total increase (decrease) from operations (2) (0.49) Distributions: From net investment income (excluding dividends) (0.03) (0.05) From net realized capital gains (0.14) (1.56) (0.19) From return of capital (0.12) Total annual distributions (3) (0.15) (0.14) (1.56) (0.24) Net assets, end of year (4) $ This information is derived from the ETF s audited annual financial statements as at December 31 of the years shown. Class E units and Advisor Class units of the ETF have an initial net asset value of $10.00 as at May 29, Information from 2013 onwards is in accordance with IFRS. Information for years prior to 2013 is reported under Canadian GAAP. 2. Net assets per unit and distributions are based on the actual number of units outstanding at the relevant time. The increase (decrease) from operations is based on the weighted average number of units outstanding over the financial period. 3. Income, dividend and/or return of capital distributions, if any, are paid in cash, reinvested in additional units of the ETF, or both. Capital gains distributions, if any, may or may not be paid in cash. Noncash capital gains distributions are reinvested in additional units of the ETF and subsequently consolidated. They are reported as taxable distributions and increase each unitholder s adjusted cost base for their units. Neither the number of units held by the unitholder, nor the net asset per unit of the ETF change as a result of any non-cash capital gains distributions. Distributions classified as return of capital, if any, decrease each unitholder s adjusted cost base for their units. The characteristics of distributions, if any, are determined subsequent to the end of the ETF s tax year. Until such time, distributions are classified as from net investment income (excluding dividends) for reporting purposes. 4. The Financial Highlights are not intended to act as a continuity of the opening and closing net assets per unit. 7

11 Financial Highlights (continued) Ratios and Supplemental Data Class E Year (1) Total net asset value (000 s) $ 11,293 17,239 13,831 15,021 Number of units outstanding (000 s) 949 1,375 1,125 1,450 Management expense ratio (2) (5) 0.87% 1.11% 1.16% 1.16% Management expense ratio excluding proportion of expenses from underlying investment funds 0.81% 1.03% 1.08% 1.07% Management expense ratio before waivers and absorptions (3) 1.20% 1.62% 1.92% 1.78% Trading expense ratio (4) (5) 0.06% 0.14% 0.13% 0.21% Trading expense ratio excluding proportion of costs from underlying investment funds 0.06% 0.14% 0.13% 0.21% Portfolio turnover rate (6) 32.6% % % 64.14% Net asset value per unit, end of year $ Closing market price $ Advisor Class Year (1) Total net asset value (000 s) $ 1,795 1,881 1,230 1,036 Number of units outstanding (000 s) Management expense ratio (2) (5) 1.71% 1.94% 2.01% 2.00% Management expense ratio excluding proportion of expenses from underlying investment funds 1.65% 1.86% 1.92% 1.91% Management expense ratio before waivers and absorptions (3) 2.04% 2.46% 2.75% 2.63% Trading expense ratio (4) (5) 0.06% 0.14% 0.13% 0.21% Trading expense ratio excluding proportion of costs from underlying investment funds 0.06% 0.14% 0.13% 0.21% Portfolio turnover rate (6) 32.6% % % 64.14% Net asset value per unit, end of year $ Closing market price $ This information is provided as at December 31 of the years shown. Information from 2013 onwards is in accordance with IFRS. Information for years prior to 2013 is reported under Canadian GAAP. 2. Management expense ratio is based on total expenses, including sales tax, (excluding commissions and other portfolio transaction costs) for the stated period and is expressed as an annualized percentage of daily average net asset value during the year. Out of its management fees, the Manager pays for such services to the ETF as investment manager compensation, service fees and marketing. 3. The Manager, at its discretion, may waive and/or absorb a portion of the fees and/or expenses otherwise payable by the ETF. The waiving and/or absorption of such fees and/or expenses by the Manager may be terminated at any time, or continued indefinitely, at the discretion of the Manager. 4. The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of daily average net asset value during the year. 5. The ETF s management expense ratio (MER) and trading expense ratio (TER) include an estimated proportion of the MER and TER for any underlying investment funds held in the ETF s portfolio during the year. The ETF s MER and TER for years prior to 2015 have been adjusted to include amounts applicable to those years. 6. The ETF s portfolio turnover rate indicates how actively its portfolio investments are traded. A portfolio turnover rate of 100% is equivalent to the ETF buying and selling all of the securities in its portfolio once in the course of the year. Generally, the higher the ETF s portfolio turnover rate in a year, the greater the trading costs payable by the ETF in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of the ETF.

12 Financial Highlights (continued) Management Fees The Manager appoints the Investment Manager and provides, or oversees the provision of, administrative services required by the ETF including, but not limited to: negotiating contracts with certain third-party service providers, such as portfolio managers, custodians, registrars, transfer agents, auditors and printers; authorizing the payment of operating expenses incurred on behalf of the ETF; arranging for the maintenance of accounting records for the ETF; preparing reports to unitholders and to the applicable securities regulatory authorities; calculating the amount and determining the frequency of distributions by the ETF; preparing financial statements, income tax returns and financial and accounting information as required by the ETF; ensuring that unitholders are provided with financial statements and other reports as are required from time to time by applicable law; ensuring that the ETF complies with all other regulatory requirements, including the continuous disclosure obligations of the ETF under applicable securities laws; administering purchases, redemptions and other transactions in units of the ETF; and dealing and communicating with unitholders of the ETF. The Manager provides office facilities and personnel to carry out these services, if not otherwise furnished by any other service provider to the ETF. The Manager also monitors the investment strategies of the ETF to ensure that the ETF complies with its investment objectives, investment strategies and investment restrictions and practices. In consideration for the provision of these services, the Manager receives a monthly management fee at the annual rate of 0.70%, plus applicable sales taxes, of the net asset value of the ETF s Class E units and 1.45%, plus applicable sales taxes, of the net asset value of the ETF s Advisor Class units, calculated and accrued daily and payable monthly in arrears. The Manager, and not the ETF, will pay to registered dealers a service fee equal to 0.75% per year of the net asset value of Advisor Class units held by clients of the registered dealer. No service fees are paid to registered dealers in respect of Class E units. The Investment Manager is compensated for its services out of the management fees without any further cost to the ETF. Any expenses of the ETF which are waived or absorbed by the Manager are paid out of the management fees received by the Manager. The table below details, in percentage terms, the services received by the ETF from the Manager in consideration of the management fees paid during the year. Performance fees Portfolio management fees, Waived/absorbed expenses general administrative costs of the ETF Marketing and profit 7% 55% 38% Up until January 23, 2015, the ETF was to pay to the Manager a performance fee, if any, equal to 20% of the amount by which the ETF outperformed its benchmark index, the S&P 500 (the Benchmark ), calculated and accrued daily and payable quarterly in arrears. If the performance of the ETF for the period being measured was less than the Benchmark (a Return Deficiency ), then no performance fees would be payable until the performance of the ETF thereafter relative to the Benchmark had exceeded the amount of the Return Deficiency. Subject to the Return Deficiency, performance fees would be payable where the performance of the ETF was positive and exceeded the performance of the Benchmark and such fee would only be payable in such circumstances if, and to the extent that the performance of the ETF, as calculated including the performance fee, remained positive. The Manager eliminated the ETF s performance fee effective January 23, The ETF did not accrue and/or pay any performance fees from the ETF s inception to January 23,

13 Past Performance Commissions, trailing commissions, management fees and expenses all may be associated with an investment in the ETF. Please read the prospectus before investing. The indicated rates of return are the historical total returns including changes in unit value and reinvestment of all distributions, and do not take into account sales, redemptions, distributions or optional charges or income taxes payable by any investor that would have reduced returns. An investment in the ETF is not guaranteed. Its value changes frequently and past performance may not be repeated. The ETF s performance numbers assume that all distributions are reinvested in additional units of the ETF. If you hold this ETF outside of a registered plan, income and capital gains distributions that are paid to you increase your income for tax purposes whether paid to you in cash or reinvested in additional units. The amount of the reinvested taxable distributions is added to the adjusted cost base of the units that you own. This would decrease your capital gain or increase your capital loss when you later redeem from the ETF, thereby ensuring that you are not taxed on this amount again. Please consult your tax advisor regarding your personal tax situation. Year-by-Year Returns The following chart shows the ETF s performance for its Class E and Advisor Class units for the periods shown. In percentage terms, the chart shows how much an investment made on the first day of the financial period would have grown or decreased by the last day of the financial period % 20.00% 15.00% Rate of Return 10.00% 5.00% 0.00% -5.00% Class E 4.64% 20.61% 3.96% -3.07% Advisor Class 4.12% 19.60% 3.09% -3.88% Class E units and Advisor Class units of the ETF have an initial net asset value of $10.00 as at May 29,

14 Past Performance (continued) Annual Compound Returns The following table presents the ETF s annual compound total return since inception and for the periods shown ended December 31, 2015 along with a comparable index. The table is used only to illustrate the effects of the compound growth rate and is not intended to reflect future values of the ETF or future returns on investments in the ETF. Period Class E Return % Advisor Class Return % S&P 500 Return % 1 Year -3.07% -3.88% 1.38% 3 Year 6.72% 5.83% 15.13% Since Inception 6.92% 6.03% 15.08% Class E units and Advisor Class units of the ETF have an initial net asset value of $10.00 as at May 29,

15 Summary of Investment Portfolio As at December 31, 2015 % of ETF s Asset Mix Net Asset Value Net Asset Value Long Positions U.S. Equities $ 13,093, % U.S. Equity Put Options 20, % Cash and Cash Equivalents 133, % Other Assets less Liabilities (67,398) -0.52% Short Positions U.S. Equity Put Options (39,750) -0.30% U.S. Equity Call Options (52,125) -0.40% $ 13,087, % % of ETF s Sector Mix Net Asset Value Net Asset Value Long Positions Equity Indices $ 13,093, % Equity Put Options 20, % Cash and Cash Equivalents 133, % Other Assets less Liabilities (67,398) -0.52% Short Positions Equity Put Options (39,750) -0.30% Equity Call Options (52,125) -0.40% $ 13,087, % 12

16 Summary of Investment Portfolio (continued) As at December 31, 2015 Top Holdings % of ETF s Net Asset Value Long Positions ishares Core S&P 500 ETF % S&P 500 Index, Put Options 0.15% Short Positions S&P 500 Index, Put Options -0.30% S&P 500 Index, Call Options -0.40% The summary of investment portfolio may change due to the ongoing portfolio transactions of the ETF. The most recent financial statements are available at no cost by calling , by writing to us at 26 Wellington Street East, Suite 700, Toronto, Ontario, M5E 1S2, by visiting our website at or through SEDAR at 13

17 MANAGER S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying audited annual financial statements of Horizons US Equity Managed Risk ETF (the ETF ) are the responsibility of the manager and trustee to the ETF, AlphaPro Management 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 developed and maintains a system of internal controls to provide reasonable assurance that all assets are safeguarded and to produce relevant, reliable and timely financial information, including the accompanying financial statements. These financial statements have been approved by the Board of Directors of the Manager and have been audited by KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, on behalf of unitholders. The independent auditors report outlines the scope of their audit and their opinion on the financial statements. Steven J. Hawkins Director AlphaPro Management Inc. Taeyong Lee Director AlphaPro Management Inc. 14

18 INDEPENDENT AUDITORS REPORT To the Unitholders of Horizons US Equity Managed Risk ETF (the ETF ) We have audited the accompanying financial statements of the ETF, which comprise the statements of financial position as at December 31, 2015 and 2014, the statements of comprehensive income, changes in financial position and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the ETF s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ETF s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the ETF as at December 31, 2015 and 2014, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants March 9, 2016 Toronto, Canada 15

19 Statements of Financial Position As at December 31, Assets Cash and cash equivalents $ 133,374 $ 3,764,479 Investments 13,093,749 15,436,978 Amounts receivable relating to accrued income 10,330 Amounts receivable relating to portfolio assets sold 109,823 Derivative assets (note 3) 20, ,125 Total assets 13,257,453 19,502,405 Liabilities Accrued expenses 10,590 15,322 Amounts payable for portfolio assets purchased 122,748 Distribution payable 67,138 92,492 Derivative liabilities (note 3) 91, ,150 Total liabilities 169, ,712 Total net assets (note 2) $ 13,087,850 $ 19,120,693 Total net assets, Class E (note 2) $ 11,293,011 $ 17,239,455 Number of redeemable units outstanding, Class E (note 9) 949,299 1,375,019 Total net assets per unit, Class E (note 2) $ $ Total net assets, Advisor Class (note 2) $ 1,794,839 $ 1,881,238 Number of redeemable units outstanding, Advisor Class (note 9) 150, ,011 Total net assets per unit, Advisor Class (note 2) $ $ (See accompanying notes to financial statements) Approved on behalf of the Board of Directors of the Manager: Steven J. Hawkins Taeyong Lee 16

20 Statements of Comprehensive Income For the Years Ended December 31, Income Dividend income $ 362,118 $ 247,035 Securities lending income 3,851 3,008 Net realized gain (loss) on sale of investments and derivatives (563,329) 1,946,483 Net realized loss on foreign exchange (4,898) (1) Net change in unrealized depreciation of investments and derivatives (201,653) (1,183,878) Net change in unrealized appreciation (depreciation) of foreign exchange 1,740 (1,876) (402,171) 1,010,771 Expenses Management fees (note 10) 146, ,352 Audit fees 9,145 7,968 Independent Review Committee fees Custodial fees 1,527 2,180 Legal fees 325 7,092 Securityholder reporting costs 23,147 44,721 Administration fees 28,383 35,303 Transaction costs 10,377 25,204 Withholding taxes 54,318 37,055 Other expenses , ,212 Amounts that were payable by the investment fund that were paid or absorbed by the Manager (55,726) (90,853) 218, ,359 Increase (decrease) in net assets for the year (note 2) $ (621,007) $ 755,412 Increase (decrease) in net assets, Class E (note 2) $ (547,339) $ 716,955 Increase (decrease) in net assets per unit, Class E (note 2) (0.44) 0.55 Increase (decrease) in net assets, Advisor Class (note 2) $ (73,668) $ 38,457 Increase (decrease) in net assets per unit, Advisor Class (note 2) (0.49) 0.35 (See accompanying notes to financial statements) 17

21 Statements of Changes in Financial Position For the Years Ended December 31, Total net assets at the beginning of the year (note 2) $ 19,120,693 $ 15,060,648 Increase (decrease) in net assets (note 2) (621,007) 755,412 Redeemable unit transactions Proceeds from the issuance of securities of the investment fund 10,035 8,082,260 Aggregate amounts paid on redemption of securities of the investment fund (5,097,398) (4,427,865) Securities issued on reinvestment of distributions 1, Distributions: From net investment income (161,099) (15,748) From net realized capital gains (334,375) Return of capital (164,488) Total net assets at the end of the year (note 2) $ 13,087,850 $ 19,120,693 Total net assets at the beginning of the year, Class E (note 2) $ 17,239,455 $ 13,830,994 Increase (decrease) in net assets, Class E (note 2) (547,339) 716,955 Redeemable unit transactions Proceeds from the issuance of securities of the investment fund 7,452,720 Aggregate amounts paid on redemption of securities of the investment fund (5,097,398) (4,427,865) Securities issued on reinvestment of distributions 1, Distributions: From net investment income (155,843) (15,748) From net realized capital gains (317,836) Return of capital (146,864) Total net assets at the end of the year, Class E (note 2) $ 11,293,011 $ 17,239,455 Total net assets at the beginning of the year, Advisor Class (note 2) $ 1,881,238 $ 1,229,654 Increase (decrease) in net assets, Advisor Class (note 2) (73,668) 38,457 Redeemable unit transactions Proceeds from the issuance of securities of the investment fund 10, ,540 Securities issued on reinvestment of distributions Distributions: From net investment income (5,256) From net realized capital gains (16,539) Return of capital (17,624) Total net assets at the end of the year, Advisor Class (note 2) $ 1,794,839 $ 1,881,238 (See accompanying notes to financial statements) 18

22 Statements of Cash Flows For the Years Ended December 31, Cash flows from operating activities: Increase (decrease) in net assets for the year (note 2) $ (621,007) $ 755,412 Adjustments for: Net realized loss (gain) on sale of investments and derivatives 563,329 (1,946,483) Net change in unrealized depreciation of investments and derivatives 201,653 1,183,878 Net change in unrealized depreciation (appreciation) of foreign exchange (1,740) 1,876 Purchase of investments (5,511,356) (54,857,700) Proceeds from the sale of investments 7,188,528 52,531,283 Amounts receivable relating to accrued income (10,330) 57,367 Accrued expenses (4,732) (308) Net cash from (used in) operating activities 1,804,345 (2,274,675) Cash flows from financing activities: Amount received from the issuance of units 10,035 8,082,260 Amount paid on redemptions of units (5,097,398) (4,427,865) Distributions paid to unitholders (349,827) (314,456) Net cash from (used in) financing activities (5,437,190) 3,339,939 Net increase (decrease) in cash and cash equivalents during the year (3,632,845) 1,065,264 Effect of exchange rate fluctuations on cash and cash equivalents 1,740 (1,876) Cash and cash equivalents at beginning of year 3,764,479 2,701,091 Cash and cash equivalents at end of year $ 133,374 $ 3,764,479 Dividends received, net of withholding taxes $ 297,470 $ 267,347 (See accompanying notes to financial statements) 19

23 Schedule of Investments As at December 31, 2015 Horizons US Equity Managed Risk ETF Shares/ Average Fair Security Contracts Cost Value U.S. EQUITIES (100.05%) Exchange Traded Funds (100.05%) ishares Core S&P 500 ETF 63,900 $ 13,033,914 $ 13,093,749 TOTAL U.S. EQUITIES 13,033,914 13,093,749 DERIVATIVES (-0.55%) LONG POSITIONS (0.15%) Equity Put Options (0.15%) S&P 500 Index, January 2016, $1, USD 25 40, S&P 500 Index, January 2016, $1, USD ,650 19, ,575 20,000 TOTAL LONG POSITIONS 138,575 20,000 SHORT POSITIONS (-0.70%) Equity Put Options (-0.30%) S&P 500 Index, March 2016, $1, USD (150) (104,850) (39,750) Equity Call Options (-0.40%) S&P 500 Index, January 2016, $2, USD (25) (48,875) (52,125) TOTAL SHORT POSITIONS (153,725) (91,875) TOTAL DERIVATIVES (15,150) (71,875) Transaction Costs (16,882) TOTAL INVESTMENT PORTFOLIO (99.50%) $ 13,001,882 $ 13,021,874 Cash and cash equivalents (1.02%) 133,374 Other assets less liabilities (-0.52%) (67,398) TOTAL NET ASSETS (100.00%) (note 2) $ 13,087,850 (See accompanying notes to financial statements) 20

24 Notes to Financial Statements For the Years Ended December 31, 2015 and REPORTING ENTITY Horizons US Equity Managed Risk ETF ( Horizons HUS.U or the ETF ) is an investment trust established under the laws of the Province of Ontario by Declaration of Trust and effectively began operations on May 29, The address of the ETF s registered office is: c/o AlphaPro Management Inc., 26 Wellington Street East, Suite 700, Toronto, Ontario, M5E 1S2. The ETF is offered for sale on a continuous basis by its prospectus in both class E units ( Class E ) and advisor class units ( Advisor Class ) which trade on the Toronto Stock Exchange ( TSX ) under the symbols HUS.U and HUS.V, respectively. Advisors are directly compensated with a service fee on a trailing quarterly basis (the Service Fee ). The only difference between the Advisor Class and existing Class E units of the ETF is that the Advisor Class charges higher management fees that include the Service Fees paid to the advisor (see note 10). The purchase and sale process for the Advisor Class units is identical to that of any other ETF listed on the TSX. An investor may buy or sell units of the ETF on the TSX only through a registered broker or dealer in the province or territory where the investor resides. Investors are able to trade units of the ETF in the same way as other securities traded on the TSX, including by using market orders and limit orders and may incur customary brokerage commissions when buying or selling units. The investment objective of Horizons HUS.U is to provide unitholders with exposure to (a) the performance of the S&P 500 through a portfolio of equity securities and/or index funds and (b) an actively managed basket of put and call options (the US Overlay ) that seeks to provide protection from significant market declines over rolling one-month periods and seeks to reduce the overall volatility of returns of Horizons HUS.U. Horizons HUS.U does not seek to hedge its exposure to the U.S. dollar back to the Canadian dollar. AlphaPro Management Inc. ( AlphaPro or the Manager ) is the manager and trustee of the ETF. The Manager has appointed Horizons ETFs Management (Canada) Inc. ( Horizons Management or the Investment Manager ), an affiliate of the Manager, to act as the investment manager to the ETF. The Investment Manager is responsible for implementing the ETF s investment strategies. The Manager and Investment Manager are both members of the Mirae Asset Financial Group ( Mirae Asset ). 2. BASIS OF PREPARATION (i) Statement of compliance These financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ). Any mention of total net assets, net assets, net asset value or increase (decrease) in net assets is referring to net assets or increase (decrease) in net assets attributable to holders of redeemable units as reported under IFRS. These financial statements were authorized for issue on March 9, 2016 by the Board of Directors of the Manager. (ii) Basis of measurement The financial statements have been prepared on the historical cost basis except for financial instruments at fair value though profit or loss, which are measured at fair value. (iii) Functional and presentation currency These financial statements are presented in U.S. dollars, which is the ETF s functional currency. 21

25 Notes to Financial Statements (continued) For the Years Ended December 31, 2015 and SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these financial statements. (a) Financial instruments (i) Recognition, initial measurement and classification Financial assets and financial liabilities at fair value through profit or loss ( FVTPL ) are initially recognized on the trade date, at fair value (see below), with transaction costs recognized in the statements of comprehensive income. Other financial assets and financial liabilities are recognized on the date on which they are originated at fair value. The ETF classifies financial assets and financial liabilities into the following categories: Financial assets at fair value through profit or loss: - Held for trading: derivative financial instruments - Designated as at fair value through profit or loss: debt securities and equity investments Financial assets at amortized cost: All other financial assets are classified as loans and receivables Financial liabilities at fair value through profit or loss: - Held for trading: derivative financial instruments Financial liabilities at amortized cost: all other financial liabilities are classified as other financial liabilities (ii) Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the ETF has access at that date. The fair value of a liability reflects its non-performance risk. Investments are valued at fair value as of the close of business on each day upon which a session of the TSX is held ( Valuation Date ) and based on external pricing sources to the extent possible. Investments held that are traded in an active market through recognized public stock exchanges, over-the-counter markets, or through recognized investment dealers, are valued at their closing sale price. However, such prices may be adjusted if a more accurate value can be obtained from recent trading activity or by incorporating other relevant information that may not have been reflected in pricing obtained from external sources. Short-term investments, including notes and money market instruments, are valued at amortized cost which approximates fair value. Investments held that are not traded in an active market, including some derivative financial instruments, are valued using observable market inputs where possible, on such basis and in such manner as established by the Manager. Derivative financial instruments are recorded in the statements of financial position according to the gain or loss that would be realized if the contracts were closed out on the Valuation Date. Margin deposits, if any, are included in the schedule of investments as margin deposits. See also the summary of fair value measurements in note 7. Fair value policies used for financial reporting purposes are the same as those used to measure the net asset value ( NAV ) for transactions with unitholders. 22

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