Ninepoint Canadian Senior Debt Fund - Series A

Ninepoint Canadian Senior Debt Fund

NPP800

Overview

Senior Secured & Collateralized Asset-Based Loans

Traditional asset-based loans that have security interests which are primarily 1st lien, sit at the top of the capital structure, and are secured by assets such as accounts receivable, inventory, machinery & equipment and real estate.
Experienced Lending Team

Senior management team collectively has over 150 years of experience in Canadian mid-market lending.
Lending Void in Canadian Mid-Market

Absence of financing for Canadian SMEs allow for strong pricing, robust loan structures and covenants.

Fund Objective

The investment objective of the Fund is to achieve superior risk-adjusted returns, preserve capital and minimize volatility.

To achieve its investment objective the Fund intends to invest substantially all of its assets in non-voting shares of Ninepoint Canadian Senior Debt Feeder Fund Ltd. (the “Feeder Fund”), a Cayman Islands exempted company, which will in turn invest substantially all of its assets in limited partnership interests of Ninepoint Canadian Senior Debt Master Fund LP (the “Master Fund”), a Cayman Islands exempted limited partnership. As a result, the performance of the Fund will be dependent on the performance of the Feeder Fund, which in turn will be dependent on the performance of the Master Fund.

The Master Fund will primarily invest, directly or indirectly, in a portfolio of first priority or first lien senior secured, traditional asset based loans to Canadian companies.

Investment Team

Ninepoint Partners with Waygar Capital Inc as loan consultant

Ninepoint Partners with Waygar Capital Inc as loan consultant

Waygar Capital is an asset-based lender that provides financial solutions to mid-market companies. Our clients typically are unable to access traditional bank financing for a variety of reasons including, but not limited to, poor financial performance, unacceptable leverage ratios, or restrictive financial covenants. In most cases, borrowers are able to obtain higher advance rates against their collateral pools. Waygar focuses on the integrity of the ownership/management team as well as colla...
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Wayne Ehgoetz

President & CEO, Waygar Capital - Loan Consultant

Wayne Ehgoetz

President & CEO, Waygar Capital - Loan Consultant

Wayne Ehgoetz is the President and Chief Executive Officer of Waygar Capital Inc. He has spent over 30 years in asset-based lending in Canada. From 1988 to 1992, Wayne led Stanchart Business Credit, the first asset-based lender in Canada. Stanchart was acquired by ABN Amro Bank and he continued to run the organization until leaving to start Congress Financial in 1992. During the next 15 years, Congress became the largest asset-based lender in Canada. In subsequent years, Congress Financi...
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Donald Rogers

Senior Vice President, Portfolio Manager, Waygar Capital - Loan Consultant

Donald Rogers

Senior Vice President, Portfolio Manager, Waygar Capital - Loan Consultant

Donald (Don) Rogers is Senior Vice President and Portfolio Manager at Waygar Capital Inc. Don has over 30 years in Asset Based Lending as well as Commercial/Corporate Lending including internal audit, credit, and portfolio management. Don also owned an advisory firm specializing in loan recovery, portfolio realization, restructuring, and business asset realization. Throughout his career, he has held progressively senior positions at Royal Bank of Canada, First Interstate Bank, CIT Busine...
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Stephen Sharp

Senior Vice President, Origination, Waygar Capital - Loan Consultant

Stephen Sharp

Senior Vice President, Origination, Waygar Capital - Loan Consultant

Stephen Sharp is a Senior Vice President at Waygar Capital Inc. He has spent over 30 years in asset based lending in Canada, including underwriting, portfolio management, credit, and new business origination. Throughout Stephen’s career, he has held progressively senior positions at Bank of New York, Wells Fargo (previously Congress/Wachovia Bank) as well as PNC Bank Canada. Stephen is a market builder, establishing both Canadian and Montreal offices. He is extremely well known in the asset b...
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Terrence Kruk

Managing Director, Operations and Compliance, Waygar Capital - Loan Consultant

Terrence Kruk

Managing Director, Operations and Compliance, Waygar Capital - Loan Consultant

Terrence (Terry) Kruk is a Managing Director of Waygar Capital Inc. He has spent over 25 years in asset-based lending including business development, underwriting, field examinations, and portfolio management. Prior to his involvement in lending, he was an Audit Supervisor (Coopers & Lybrand), Internal Auditor – Head Office (Alcan Canada), Controller (Blake, Cassels and Graydon LLP) and Controller (Tilden Car Rent). Terry was a key senior member in a number of asset-based lending start...
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Aaron Ehgoetz, CPA, CA

Managing Director, Finance, Waygar Capital - Loan Consultant

Aaron Ehgoetz, CPA, CA

Managing Director, Finance, Waygar Capital - Loan Consultant

Aaron Ehgoetz is a Managing Director of Waygar Capital Inc. He has spent the last 8 years in various positions building a skill set in finance, accounting, due diligence, field examinations, underwriting, and operations. Aaron began his career at Focus Lenders Services Group LLP, performing collateral field exams, assisting Asset Based Lenders across Canada and the United States. Subsequently, he joined PricewaterhouseCoopers (PwC) where he worked as a member of the Corporate Finance team, ad...
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Performance

Compound Returns

As at 5/31/2024 (Series A) NPP800

Compound Returns
MTD %	YTD %	1Y %	3Y %	5Y %	10Y %	Inception %^†
- As at 5/31/2024	-3.64	-13.60	-0.73	2.47	-	3.23

^†Inception Date: May 1, 2018

Distribution Yields

(Series A) NPP800

Distributions Per Unit	Annualized Distribution Yield	12 Month Trailing Yield	Distribution Frequency	Record Date
$0.03431	3.33%	1.73%	Monthly	3/28/2024

Risk Tolerance

Low
Low - Med
Medium
Med - High
High

Facts, Fees & Fund Codes

Facts
Facts
Fund Type	Open-ended unincorporated investment trust
Inception Date	Series A: 5/1/2018 Series F: 5/1/2018 Series S: 9/29/2017
Registered Tax Plan Status	Not Eligible
Distributions	Quarterly To preserve liquidity for working capital in the Fund, all distributions from March 29, 2024 will be automatically reinvested in additional units of the Fund until further notice.
Performance Fee	20% over 7% Preferred^†
Minimum Initial Investment	$5,000 accredited $150,000 non-accredited**
Minimum Subsequent Investment	$5,000
Minimum Investment Term	Early redemption fee of 2%, if redeemed within the first 12 months
Redemptions	Quarterly, with 120 days notice Where redemption requests for any quarter exceed 5% of NAV of the Master Fund^ as at the prior quarter end, the redemption cap^ will apply pro rata across all investors in the Master Fund.
Valuations	Monthly
Target Pay-out for 2024	The Manager believes that a target pay-out of approximately 10-12% of the Fund’s average NAV in a calendar year, if required, would allow for the manager to effectively execute on its investment strategy. Given a number of variables, the actual amount of redemptions paid out in 2024 could be greater or less than that range.
†Fund returns between 7% and 8.75% are payable to the General Partner as a Performance Allocation plus applicable taxes. In addition. 20% of returns in excess of 8.75% are payable to the General Partner as a Performance Allocation plus applicable taxes. **non-individual only ^as defined in the offering memorandum.

Fees
Fees
Management Fee	Series A: 2.45% Series F: 1.45% Series S: 0.85%

Fund Codes
Fund Codes
Series A	NPP800
Series F	NPP801
Series F1	NPP841
Series S ^¹	NPP825
¹Closed to new purchases.

Documents

An investment in the Fund requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Investors in the Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their capital. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund’s investments. The Fund is available to accredited investors only and Advisors should review the offering documents and the financial ability of their clients in order to ensure investment suitability.

All returns and fund details are a) based on Class A units; b) net of fees; c) annualized if period is greater than one year; d) as at 4/30/2024. Numbers may not add up due to rounding.

The rate of return is used only to illustrate the effects of the compound growth rate and is not intended to reflect future values of the investment fund or returns on investment in the investment fund.

The Manager intends to make a quarterly distribution on all Classes of Units, to Unitholders of record as of the close of business on the last Business Day of each quarter. At any time, the Manager may decide to change the frequency of distributions and make monthly or less frequent distributions. The amount and frequency of any distributions may fluctuate and there can be no assurance that any distributions will be made in any period or of any particular amount.

The Ninepoint Canadian Senior Debt Fund is generally exposed to the following risks. See the offering memorandum of the Fund for a description of these risks: General Investment Risk; Class Risk; Changes in Investment Strategy; Limited Ability to Liquidate Investment; Capital Depletion Risk; Redemptions; Redemption Cap Subject to Manager Discretion; Fluctuations in Net Asset Value and Valuation of the Master Fund’s Investments; Financial Condition, Liquidity and Capital Resources; Risks Related to the Novel Coronavirus Disease (COVID-19); Risks Related to the Russian Invasion of Ukraine; Unitholders not Entitled to Participate in Management; Reliance on the Manager; Dependence of the Manager on Key Personnel; Reliance on the Loan Consultant; Dependence of Loan Consultant on Key Personnel; The Loan Consultant and Manager Receive Management Fees and Performance Fees on the Net Asset Value of the Fund, which includes Payment-in-Kind payments that may never be recovered; Performance Fee; Taxation of the Fund; No Ownership Interest in the Portfolio; Distributions; Potential Indemnification Obligations; Liability of Unitholders; Lack of Independent Experts Representing Unitholders; No Involvement of Unaffiliated Selling Agent; Not a Public Mutual Fund; Charges to the Fund; Risks Associated with the Master Fund and Investments by the Master Fund; Overall Investment Risk; Changes in Investment Strategy; General Economic and Market Conditions; Risks of Executing Investment Strategies; Foreign Currency Risk; Market Liquidity; Discretion of the Manager; Concentration of Investments; Use of Leverage by the Master Fund; Charges to the Master Fund; Non-Disclosure of Positions; Business Risks; Middle Market Companies; Collateral; Inability to Meet Redemption Requests Due to Illiquidity of Collateral; Risk of Taxation; Availability of Investment Strategies; Credit Risk and Default in Repayment Obligations by Borrowers; Liquidity of Underlying Investments; Borrower Fraud and Breach of Covenants; Senior Loans Risk; Impaired Loans; Inability to Realize on or Dispose of Security Granted by Borrowers on a Defaulted Loan.

The Ninepoint Canadian Senior Debt Fund is offered on a private placement basis pursuant to an offering memorandum and are only available to investors who meet certain eligibility or minimum purchase amount requirements under applicable securities legislation. The offering memorandum contains important information about the Fund, including its investment objective and strategies, purchase options, applicable management fees, performance fees, other charges and expenses, and should be read carefully before investing. Performance data represents past performance of the Fund and is not indicative of future performance. Data based on performance history of less than five years may not give prospective investors enough information to base investment decisions on. Please contact your own personal advisor on your particular circumstance. This communication does not constitute an offer to sell or solicitation to purchase securities of the Fund.

The information contained herein does not constitute an offer or solicitation by anyone in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. Prospective investors who are not resident in Canada should contact their financial advisor to determine whether securities of the Fund may be lawfully sold in their jurisdiction.

Ninepoint Partners LP: Toll Free: 1.866.299.9906. Dealer Services: CIBC Mellon GSSC Record Keeping Services: Toll Free: 1.877.358.0540

(a)	a Canadian financial institution, or a Schedule III bank;
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;
(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
(k)	an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (Note: If individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.)
(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
(n)	an investment fund that distributes or has distributed its securities only to: a person that is or was an accredited investor at the time of the distribution, a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45- 106, or a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
(q)	a person acting on behalf of a fully managed account managed by that person, if that person: is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and Ontario, is purchasing a security that is not a security of an investment fund;
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or;
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

Fund Update