Exhibit
15.2  MANAGING
GENERAL PARTNER OF BROOKFIELD
RENEWABLE ENERGY PARTNERS L.P. Audit
Committee Charter  February 2015  A
committee of the board of directors (the “Board”) of the general partner
(the “Managing General Partner”), of Brookfield Renewable Energy
Partners L.P. (“Brookfield Renewable”), to be known as the Audit
Committee (the “Committee”), shall have the following terms of
reference: Membership And Chair Following
each annual meeting of shareholders of the Managing General Partner, the Board
shall appoint three or more directors (the “Members” and each a “Member”)
to serve on the Committee until the close of the next annual meeting of
shareholders of the Managing General Partner or until the Member ceases to be a
director, resigns or is replaced, whichever occurs first. The
Members will be selected by the Board on the recommendation of the Nominating
and Governance Committee of the Managing General Partner (the “Nominating
and Governance Committee”). Any Member may be removed, with or without
cause, from office or replaced at any time by the Board. All Members will be
Independent (as defined below). Members must disclose any form of association
they have with a current or former external or internal auditors of the
Managing General Partner, any other member of the BAM Group or any member of
the BREP Group to the Nominating and Governance Committee for a determination
as to whether this association affects the Member’s status as an Independent
Member. In addition, every Member will be Financially Literate (as defined
below) and at least one Member will be an Audit Committee Financial Expert (as
defined below).  Members may not serve on more than two other public company
audit committees, except with the prior approval of the Board.  Not more than
fifty per cent of the Members may be residents of any one jurisdiction (other
than Bermuda and any other jurisdiction designated by the Board from time to
time). The Board
shall appoint one Member as the chair of the Committee (the “Chair”). If the
Board fails to appoint a Chair, the Members of the Committee shall elect a
Member by majority vote to serve at the pleasure of the majority. If the Chair
is absent from a meeting, the Members shall select a Member from those in
attendance to act as Chair of the meeting. -1-


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Responsibilities The Committee shall: (a)oversee the work
of Brookfield Renewable’s independent auditor (the “auditor”) engaged for the
purpose of preparing or issuing an auditor’s report or performing other audit,
review or attest services for Brookfield Renewable; (b)review and
evaluate the auditor’s independence, experience, qualifications and performance
and determine whether the auditor should be appointed or re-appointed and
nominate the auditor for appointment or re-appointment by the Board; (c)have the sole
authority to retain, compensate, direct, oversee and terminate the auditor and
any counsel, other auditors and other advisors hired to assist the Committee,
who shall ultimately be accountable to the Committee; (d)when a change of
auditor is proposed, review all issues related to the change, including the
information to be included in the notice of change of auditor required, and the
orderly transition of such change; (e)review the terms
of the auditor’s engagement and the appropriateness and reasonableness of the
proposed audit fees; (f)at least
annually, obtain and review a report by the auditor describing: (g)the auditor’s
internal quality-control procedures; and (h)any material
issues raised by the most recent internal quality control review, or peer review,
of the auditor, or review by any independent oversight body or governmental or
professional authorities within the preceding five years respecting one or more
independent audits carried out by the auditor, and the steps taken to deal with
any issues raised in any such review; (i)at least
annually, confirm that the auditor has submitted a formal written statement
describing all of its relationships with Brookfield Renewable, Brookfield
Renewable Energy L.P. and any of its subsidiaries; discuss with the auditor any
disclosed relationships or services that may affect its objectivity and
independence; obtain written confirmation from the auditor that it is objective
within the meaning of the applicable rules of professional conduct/code of
ethics adopted by the order of chartered accountants to which it belongs and is
an independent public accountant within the meaning of the applicable
securities legislation, and is in compliance with any independence requirements
adopted by the Public Company Accounting Oversight Board; and, confirm that the
auditor has complied with applicable laws with the rotation of certain members
of the audit engagement team; (j)review and
evaluate the lead partner of the auditor; (k)ensure the
regular rotation of the audit engagement team members as required by law, and
periodically consider whether there should be regular rotation of the auditor
firm; -2-


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(l)meet privately
with the auditor as frequently as the Committee feels is appropriate to fulfill
its responsibilities, which will not be less frequently than annually, to
discuss any items of concern to the Committee or the auditor, including: (i)planning and
staffing of the audit; (ii)any material
written communications between the auditor and the Service Provider (as defined
below) and between the auditor and the auditor’s national office; (iii)whether or not
the auditor is satisfied with the quality and effectiveness of financial
recording procedures and systems; (iv)the extent to
which the auditor is satisfied with the nature and scope of its examination; (v)whether or not
the auditor has received the full co-operation of the Service Providerpursuant to the
Master Services Agreement (as defined below); (vi)the auditor’s
opinion of the competence and performance of any key financial personnel of
Brookfield Renewable; (vii)the items
required to be communicated to the Committee in accordance with generally
accepted auditing standards; (viii)all critical
accounting policies and practices to be used by Brookfield Renewable, and all
accounting adjustments that were noted or proposed by the auditor but were
“passed” (as immaterial or otherwise); (ix)all alternative
treatments of financial information within International Financial Reporting
Standards (“IFRS”) that have been discussed with the Service Provider,
ramifications of the use of such alternative disclosures and treatments, and
the treatment preferred by the auditor; (x)any difficulties
encountered in the course of the audit work, any restrictions imposed on the
scope of activities or access to requested information, any significant
disagreements with the Service Provider and the Service Provider’s response;
and (xi)any illegal act
that may have occurred and the discovery of which is required to be disclosed
to the Committee pursuant to the applicable securities legislation; (m)annually review
and approve the Audit and Non-Audit Services Policy (“Audit and Non-Audit
Services Policy”) which sets forth the parameters by which the auditor can
provide certain audit and non-audit services to Brookfield Renewable not
prohibited by law and the process by which the Committee approves such
services.  The Committee, or a member(s) of the Committee duly delegated,
reviews and approves all auditor requests to provide audit -3-


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and
non-audit services that are not pre-approved under the Audit and Non-Audit Policy,
or are in excess of the aggregate fee threshold for the amount of services that
can be provided by the auditor.  At each quarterly meeting of the Committee,
the Committee ratifies all audit and non-audit services provided by the auditor
for the then-ended quarter; (n)resolve any
disagreements between the Service Provider and the auditor regarding financial
reporting; (o)review, and,
where appropriate, recommend for approval by the Board, the following: (i)audited annual
financial statements, in conjunction with the report of the auditor; (ii)interim financial
statements; (iii)annual and
interim management discussion and analysis of financial condition and results
of operation; (iv)reconciliations
of the annual or interim financial statements; and (v)all other audited
or unaudited financial information contained in public disclosure documents,
including, without limitation, any prospectus, or other offering or public
disclosure documents and financial statements required by regulatory
authorities; (p)discuss earnings
press releases and other press releases containing financial information (to
ensure consistency of the disclosure to the financial statements), as well as
financial information and earnings guidance provided to analysts and rating
agencies including the use of “pro forma” or “adjusted” non-IFRS information in
such press releases and financial information.  Such review may consist of a
general discussion of the types of information to be disclosed or the types of
presentations to be made; (q)review the effect
of regulatory and accounting initiatives as well as off-balance sheet
structures on Brookfield Renewable’s financial statements; (r)review and
monitor the effectiveness of and compliance with the Disclosure Policy of
Brookfield Renewable; (s)review
disclosures made to the Committee by the Chief Executive Officer and Chief
Financial Officer of the general partner of the Service Provider, BRP Energy
Group L.P., during their certification process for applicable securities law
filings about any significant deficiencies and material weaknesses in the
design or operation of Brookfield Renewable’s internal control over financial
reporting which are reasonably likely to adversely affect Brookfield
Renewable’s ability to record, process, summarize and report financial
information, and any fraud involving management or other employees; (t)review the
effectiveness of Brookfield Renewable’s policies and practices concerning
financial reporting, any proposed changes in major accounting -4-


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policies and the appointment and replacement of the person(s)
responsible for financial reporting and the internal audit function; (u)review the
adequacy of the internal controls that have been adopted by Brookfield
Renewable to safeguard assets from loss and unauthorized use and to verify the
accuracy of the financial records and any special audit steps adopted in light
of material control deficiencies; (v)meet privately
with the person(s) responsible for Brookfield Renewable’s internal audit
function (which will be provided by the Service Provider) as frequently as the
Committee feels appropriate to fulfill its responsibilities, which will not be
less frequently than annually, to discuss any items of concern; (w)review the
mandate, budget, planned activities, staffing and organizational structure of
the internal audit function (which may be outsourced to a firm other than the
auditor) to confirm that it is independent and has sufficient resources to
carry out its mandate. The Committee will discuss this mandate with the
auditor; review the appointment and replacement of the person(s) in charge of
Brookfield Renewable’s internal audit and review the significant reports
prepared by the internal auditor and the responses provided.  As part of this
process, the Committee reviews and approves the governing charter of the internal
audit function on an annual basis; (x)review the
controls and procedures that have been adopted to confirm that material
information about Brookfield Renewable and its subsidiaries that is required to
be disclosed under applicable law or stock exchange rules is disclosed and to
review the public disclosure of financial information extracted or derived from
Brookfield Renewable’s financial statements and periodically assess the
adequacy of these procedures; (y)review
periodically Brookfield Renewable’s policies with respect to risk assessment
and management, particularly financial risk exposure, including the steps taken
to monitor and control risks; (z)review Brookfield
Renewable’s exposures to currency, interest rate, credit and market risks in
relation to its capacity to bear risk, and the management of such risks
(through hedges, swaps, other financial instruments and otherwise) and be
satisfied that measures are in place for the review of such exposures and
management of such risks affecting the entities into which Brookfield Renewable
Energy L.P. invests; (aa)review Brookfield
Renewable’s insurance coverage, deductible levels, reinsurance requirements,
and various risk sharing protocols and be satisfied that measures are in place
for the review of such risks affecting the entities into which Brookfield
Renewable Energy L.P. invests; (bb)review systemic
risks and other risk-related matters referred to the Committee, including those
identified by Brookfield Renewable’s internal auditors, as they relate to
Brookfield Renewable, and be satisfied that measures are in place for the
review of such risks affecting the entities into which Brookfield Renewable
Energy L.P. invests; -5-


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(cc)review
periodically the status of taxation matters of Brookfield Renewable; (dd)set clear
policies for hiring partners and employees and former partners and employees of
the auditor; (ee)review, with
legal counsel where required, such litigation, claims, tax assessments,
transactions, material inquiries from regulators and governmental agencies or
other contingencies which may have a material impact on financial results or
which may otherwise adversely affect the financial well-being of Brookfield
Renewable; (ff)review
periodically Brookfield Renewable’s susceptibility to fraud and oversee the
Service Provider’s processes for identifying and managing the risks of fraud;
and (gg)consider other
matters of a financial or risk management nature as directed by the Board. Brookfield Renewable’s main purpose is to hold limited
partnership interests of Brookfield Renewable Energy L.P.  Accordingly, the
Committee performs its functions in part through requiring that Brookfield
Renewable Energy L.P. perform appropriate functions and processes and impose
appropriate obligations on the entities in which it invests.  Both the Managing
General Partner and the general partner of Brookfield Renewable Energy L.P.
will fulfill their responsibilities regarding the evaluation of risks and
internal controls through receiving and evaluating reports on such matters from
or in respect of the entities in which they invest. Reporting The Committee will regularly report to the Board on: (a)the auditor’s
qualifications and independence; (b)the performance
of the auditor and the Committee’s recommendations regarding its reappointment
or termination; (c)the performance
of Brookfield Renewable’s internal audit function; (d)the adequacy of
Brookfield Renewable’s internal controls and disclosure controls; (e)its
recommendations regarding the annual and interim financial statements of
Brookfield Renewable and any reconciliation of Brookfield Renewable’s financial
statements, including any issues with respect to the quality or integrity of
the financial statements; (f)its
review of any other public disclosure document including the annual report and the
annual and interim management’s discussion and analysis of financial condition
and results of operations; (g)Brookfield
Renewable’s compliance with legal and regulatory requirements, particularly
those related to financial reporting; and -6-


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(h)all other
significant matters it has addressed and with respect to such other matters
that are within its responsibilities. Complaints Procedure The Committee will establish a procedure for the receipt, retention and
follow-up of complaints received by Brookfield Renewable regarding accounting,
internal controls, disclosure controls or auditing matters and a procedure for
the confidential, anonymous submission of concerns by the individuals engaged
in the provision of services regarding such matters pursuant to the Master
Services Agreement. Review and Disclosure The Committee will review this Charter at least annually and submit it to
the Nominating and Governance Committee together with any proposed amendments. 
The Nominating and Governance Committee will review this Charter and submit it
to the Board for approval with such further amendments as it deems necessary
and appropriate. This Charter will be posted on Brookfield Renewable’s website and the
annual report of Brookfield Renewable will state that this Charter is available
on the website or is available in print to any unitholder who requests a copy. Assessment At least annually, the Nominating and Governance Committee will review
the effectiveness of this Committee in fulfilling its responsibilities and
duties as set out in this Charter. The Committee will also conduct its own
assessment of the Committee’s performance on an annual basis. Access to Outside
Advisors and Management The Committee may retain any outside advisor, including legal counsel, at
the expense of Brookfield Renewable, without the Board’s approval, at any time.
The Committee has the authority to determine any such advisor’s fees. Brookfield Renewable will provide for appropriate funding, for payment of
compensation to any auditor engaged to prepare or issue an audit report or
perform other audit, review or attest services, and ordinary administrative
expenses of the Committee. Members will meet privately with the Service Provider as frequently as
they feel is appropriate to fulfill the Committee’s responsibilities, but not
less than annually. Meetings Meetings of the Committee may be called by any Member or by the Secretary
of the Managing General Partner.  Meetings will be held each quarter and at
such additional times as is necessary for the Committee to fulfill its
responsibilities.  The Committee shall appoint a secretary (who may be the
Secretary of the Managing General Partner) to be the secretary of each meeting
of the Committee and to maintain minutes of the meeting and deliberations of
the Committee. -7-


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The powers of the Committee shall be
exercisable at a meeting at which a quorum is present.  A quorum shall be not
less than a majority of the Members from time to time.  Matters decided by the
Committee shall be decided by majority vote. Notice of each meeting shall be given to each Member, the internal
auditor, the auditor, and to the Chair of the Board.  Notice of meeting may be
given orally or by letter, facsimile or telephone not less than 24 hours before
the time fixed for the meeting.  Members may waive notice of any meeting and
attendance at a meeting is deemed waiver of notice.  The notice need not state
the purpose or purposes for which the meeting is being held. The Committee may invite from time to time such persons as it may see fit
to attend its meetings and to take part in discussion and consideration of the
affairs of the Committee.  The Committee may require the auditors to attend any
or all meetings. In addition, the Committee shall meet at least annually with the person
responsible for the internal audit function and the independent auditor in
separate executive sessions to provide the opportunity for full and frank
discussion without members of the Service Provider present. Definitions Capitalized terms used in this Charter and not
otherwise defined have the meaning attributed to them below: “affiliate” of any person means any other person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such person. “Audit Committee Financial Expert” means a person who has the
following attributes: (a)an understanding
of generally accepted accounting principles and financial statements; (b)the ability to
assess the general application of such principles in connection with the
accounting for estimates, accruals and reserves; (c)experience
preparing, auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by Brookfield Renewable’s financial statements, or
experience actively supervising one or more persons engaged in such activities; (d)an understanding
of internal controls and procedures for financial reporting; and (e)an understanding
of audit committee functions acquired through any one or more of the following; (i)education and
experience as a principal financial officer, principal accounting officer,
controller, public accountant or auditor or -8-


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experience
in one or more positions that involve the performance of similar functions; (ii)experience
actively supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor or person performing similar
functions; (iii)experience
overseeing or assessing the performance of companies or public accountants with
respect to the preparation, auditing or evaluation of financial statements; or (iv)other relevant
experience. “BAM” means Brookfield Asset Management Inc. “BAM Group” means BAM and any affiliates of BAM, other than any
member of the BREP Group. “BREP Group” means Brookfield Renewable, Brookfield Renewable
Energy L.P., the Holding Entities, the operating entities and any other direct
or indirect subsidiary of any Holding Entity. “Financially Literate” means the ability to read and understand a
set of financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity
of the issues that can reasonably be expected to be raised by Brookfield
Renewable’s financial statements. “Holding Entities” means the subsidiaries of Brookfield Renewable
Energy L.P., from time to time, through which it indirectly holds all of
Brookfield Renewable’s interests in the operating entities. “Independent”has the meaning based on the rules and
guidelines of applicable stock exchanges and securities regulating authorities. “Master Services Agreement” means the master services agreement
among Brookfield Renewable, the Service Provider, Brookfield Renewable Energy
L.P. and the Holding Entities. “operating entities” means any entities which, from time to time,
directly or indirectly hold the operations and/or renewable energy assets of
Brookfield Renewable. “Service Provider” means BRP Energy Group L.P., Brookfield
Renewable Energy Group LLC, Brookfield Renewable Energy Group (Bermuda) Limited
and Brookfield Global Renewable Energy Advisor Limited and other affiliates of
BAM that provide services pursuant to the Master Services Agreement or any other
service agreement or arrangement that is contemplated by the Master Services
Agreement. This charter of the Committee was reviewed and approved by the Board on
February 5, 2015.  -9-


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