Exhibit
15.2 MANAGING
GENERAL PARTNER OF BROOKFIELD
RENEWABLE ENERGY PARTNERS L.P. Audit Committee Charter  February 2014  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. 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: (i)the auditor’s internal
quality-control procedures; and -1-


---



(ii)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; (g)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; (h)review and evaluate the lead
partner of the auditor; (i)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; (j)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; (k)pre-approve or approve, if
permitted by law, the appointment of the auditor to provide any audit service
or non-prohibited non-audit service and, if desired, establish detailed
policies and procedures for the pre-approval of audit services and
non-prohibited non-audit services by the auditor. The Committee may delegate
this responsibility to one or more Members to the extent permitted by
applicable law provided that any pre-approvals granted pursuant to such
delegation must be detailed as to the particular service to be provided, may -2-


---



not delegate Committee responsibilities to the Service
Provider and must be reported to the full Committee at its next scheduled
meeting; (l)resolve any disagreements between the Service Provider and the auditor
regarding financial reporting; (m)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; (n)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; (o)review the effect of regulatory
and accounting initiatives as well as off-balance sheet structures on
Brookfield Renewable’s financial statements; (p)review and monitor the
effectiveness of and compliance with the Disclosure Policy of Brookfield
Renewable; (q)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; (r)review the effectiveness of Brookfield Renewable’s
policies and practices concerning financial reporting, any proposed changes in
major accounting policies and the appointment and replacement of the person(s)
responsible for financial reporting and the internal audit function; (s)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; (t)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; (u)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; (v)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; (w)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; -3-


---



(x)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; (y)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; (z)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; (aa)review periodically the status of
taxation matters of Brookfield Renewable; (bb)set clear policies for hiring
partners and employees and former partners and employees of the auditor; (cc)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; (dd)review periodically Brookfield
Renewable’s susceptibility to fraud and oversee the Service Provider’s
processes for identifying and managing the risks of fraud; and (ee)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 andtheannual 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 (h)all other significant matters it
has addressed and with respect to such other matters that are within its
responsibilities. Complaints Procedure -4-


---



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. 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; -5-


---



(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 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, 2014. -6-


---