Ninepoint-TEC Private Credit Fund II - Series F1

Ninepoint-TEC Private Credit Fund II

NPP1017

Overview

Active Value Creation

Involvement in driving operational changes and providing actionable strategic advice to borrowers, in order to maximize value with equity participation.
Senior Secured

Security interests are primarily 1st lien and at the top of the capital structure.
Fully Collateralized

Primarily asset-based loans that are fully supported by critical business assets including accounts receivable, inventory, property, plant & equipment, mineral interests and intellectual property.
Experienced Lending Team

Seasoned, multidisciplinary professionals with significant and diverse experience at major financial institutions with backgrounds in lending, operating and investing in successful companies.

Fund Objective

The investment objective of the Fund is to achieve superior risk-adjusted returns with minimal volatility and low correlation to most traditional asset classes, primarily by investing in a portfolio comprised principally of asset-based loans of companies based primarily in Canada and, to a lesser degree, the United States that are undergoing change or special situations.

Investment Team

Ninepoint Partners Sub Advised by Third Eye Capital

Ninepoint Partners Sub Advised by Third Eye Capital

Third Eye Capital is a leading special situations investor that provides innovative financing to promising companies that are often misunderstood or in out-of-favor industries. Through extensive due diligence and rigorous analysis, the firm has a long track record of successfully identifying companies with compelling stories and valuable assets that other investors ignore or lack the expertise or willingness to analyze. Third Eye Capital has committed more than $500 million to private financi...
View Full Bio
Arif Bhalwani, MBA, CFA

Chief Executive Officer & Managing Director, Third Eye Capital - Sub-Advisor

Arif Bhalwani, MBA, CFA

Chief Executive Officer & Managing Director, Third Eye Capital - Sub-Advisor

Arif Bhalwani is Chief Executive Officer and Managing Director of Third Eye Capital Management Inc., and a member of its Investment Committee. He is also a founder and President of Third Eye Capital Corporation (“TECC”), an affiliated originator, underwriter, servicer, and manager of senior, secured commercial loans. Prior to founding TECC, Arif co-founded Pinnacle Capital, an early-stage and specialty venture capital firm and registered limited market dealer. At Pinnacle Capital, he led the...
View Full Bio
Dev Bhangui, MBA

Principal, Third Eye Capital - Sub-Advisor

Dev Bhangui, MBA

Principal, Third Eye Capital - Sub-Advisor

Dev is responsible for deal origination, due diligence, structuring and closing, investment monitoring and servicing, workouts, harvests, and exits. Prior to Third Eye Capital, Dev was a Managing Partner at Royal Bank Capital Partners’ where he focused on private equity investments in telecom. Prior to that he was Vice President in Royal Bank’s global TMT credit risk management group. Dev has held leadership positions at several boutique investment firms, and within the consulting practice of...
View Full Bio
Mark Horrox, MBA

Principal, Third Eye Capital - Sub-Advisor

Mark Horrox, MBA

Principal, Third Eye Capital - Sub-Advisor

Mark is responsible for deal origination, due diligence, structuring and closing, investment monitoring and servicing, workouts, harvests, and exits. Previously Mark was a Vice President at Catalyst Capital Group focused on event driven and special situations investing. Prior to that, Mark worked for BlueCrest Capital Management as a senior Analyst in their Special Situations Fund, focusing on growth and turnaround financing. Mark holds a Masters in Business Administration from the London Bus...
View Full Bio

Performance

Compound Returns

As at 5/31/2024 (Series F1) NPP1017

Compound Returns
MTD %	YTD %	1Y %	3Y %	5Y %	10Y %	Inception %^†
- As at 5/31/2024	2.95	6.44	-	-	-	5.89

^†Inception Date: September 30, 2022

Distribution Yields

(Series F1) NPP1017

Distributions Per Unit	Annualized Distribution Yield	12 Month Trailing Yield	Distribution Frequency	Record Date
$0.02024	2.34%	6.98%	Monthly	4/30/2024

Risk Tolerance

Low
Low - Med
Medium
Med - High
High

Facts, Fees & Fund Codes

Facts
Facts
Fund Type	Open-ended unincorporated Investment Trust
Strategy Inception Date	June 2010
Fund Inception Date	September 30, 2022
Registered Tax Plan Status	Eligible
Distributions	Distributions will be automatically reinvested in additional Units at the Net Asset Value on the date of distribution until further notice.
Performance Fee	See Offering Memorandum
Minimum Initial Investment	$10,000 accredited $150,000 non-accredited**
Minimum Subsequent Investment	$5,000 CDN
Minimum Investment Term	12 months minimum hold. Unitholders that redeem units within 12 months of their initial purchase date will be redeemed at 98% of NAV (2% ERF) on valuation date. All Early Redemption Charges will go to the Fund, not the Manager.
Redemptions	Quarterly (120 Days Notice)^‡
Valuations	Monthly
Subscriptions	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.
**non-individual only ^‡Where the sum of cash distributions and redemption requests for any calendar quarter exceeds 5% of the Net Asset Value as at the prior quarter's end (the "Redemption Cap"), cash distributions will be paid out first and all redemption requests will be satisfied pro rata in proportion to the aggregate dollar value of the redemption requests received by the Fund as of the applicable Redemption Date, to the aggregate maximum dollar value (or equivalent value in Units) of the Fund permitted to be redeemed on the Redemption Date under the Redemption Cap and any portion of redemption requests unable to be satisfied in cash, the Unitholders, by default, shall cancel, unless such redeeming Unitholders otherwise elect to receive Redemption Notes (as hereinafter defined) in satisfaction of the portion of their redemption request in excess of the Redemption Cap.

Fees
Fees
Management Fee	Class A1: 2.45% Class F1: 1.45% Class I: Fee determined by agreement between the Manager and Subscriber

Fund Codes
Fund Codes
Series A1	NPP1014
Series D	NPP1015
Series F1	NPP1017
Series FD	NPP1018
Series FT	NPP1019
Series T	NPP1021

Documents

Ninepoint Partners LP obtained unitholder approval to terminate the Ninepoint-TEC Private Credit Fund on September 30, 2022. As of that date Ninepoint Partners LP launched the Ninepoint-TEC Private Credit Fund II which is available for purchase through offering memorandum as of that date, in Series A1, F1, FT, and T on Fund serv. Please refer to the Offering Memorandum for complete details. For further information, please contact your Ninepoint Product Specialist.

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 F1 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.

For Class FT Units and Class T Units, Unitholders will receive a target monthly distribution of approximately 6% per annum. These distributions are not guaranteed and may change at any time at the sole discretion of the Manager.

The Ninepoint-TEC Private Credit Fund II is generally exposed to the following risks. See the offering memorandum of the Fund for a description of these risks: Speculative Investment; General Investment Risk; General Economic and Market Conditions; Inflation and Supply Chain Risk; Disease and Epidemics; Risks Related to the Russian Invasion of Ukraine; Class Risk; Changes in Investment Strategy; Limited Ability to Liquidate Investment; Capital Depletion Risk; Redemptions; Redemption Cap Subject to Manager Discretion; Financial Condition, Liquidity and Capital Resources; Valuation of the Fund’s Investments; Unitholders not Entitled to Participate in Management; Reliance on the Manager; Dependence of the Manager on Key Personnel; Reliance on the Sub-Advisor; Dependence of Sub-Advisor on Key Personnel; The Sub-Advisor and Manager Receive Management Fees and Performance Fees on the Net Asset Value 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; Capital Depletion Risk; Charges to the Fund; Use of a Prime Broker to Hold Assets; Changes in Legislation; Tax Considerations; Withholding Taxes; Information Sharing Requirements and Withholding Tax Risk.

The Ninepoint-TEC Private Credit Fund II 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