Ninepoint Partners LP

Item 5. Fees and Compensation

Asset-Based Compensation

The Adviser generally charges each client an investment management fee based on the value of the
client’s assets under management.

The Funds pay a monthly management fee in arrears in a range from 0.85% to 1.45% per annum based
on the value of the net assets of the applicable class of the Fund on the last day of the month. To the
extent a Fund is invested in a related issuer, the management fee will be charged to such Fund such that
the management fees would not be duplicated.

These fees are negotiable.

The Adviser is currently winding down the Ninepoint Canadian Senior Debt Loan Funds. The adviser will
continue to receive management fees during the wind-down period. Effective October 1, 2025, the
adviser reduced the management fee across all investor series by 30%.

Performance-Based Compensation

The Adviser may receive performance-based compensation from certain Funds in an amount ranging
from 10% to 20% of the applicable class of the Fund’s net profits (including net unrealized gains) during
each fiscal year. Such performance-based compensation is subject to a loss carry forward provision.
Such compensation, if any, will be paid or allocated at the end of each fiscal quarter.

These fees are negotiable.

Expenses

In addition to paying investment management fees and, if applicable, the performance-based
compensation, each Fund will also be subject to other investment expenses such as legal, taxes,
accounting (including back office accounting by third parties), auditing, the Fund’s pro rata share of any
master fund’s expenses and other professional expenses, research expenses (including research-related
travel) and investment expenses such as commissions, interest on margin accounts and other
indebtedness, custodial fees, bank service fees and other reasonable expenses related to the purchase,
sale or transmittal of Fund assets, as the Fund’s general partner or investment manager determines in
its sole discretion. Please refer to Item 12 of this brochure for a discussion of the Adviser’s brokerage
practices.

Allocations

The allocation of expenses by the Adviser between it and any client and among clients represents a
conflict of interest for the Adviser. The Adviser has adopted an expense allocation policy that is designed
to address this conflict. The Adviser allocates expenses to each client in accordance with the client's
arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to allocate
shared expenses for products and services benefiting the Adviser and the client and not covered in the
client's arrangements in a fair and reasonable manner. The Adviser allocates common client expenses
among multiple clients pro rata based on gross assets under management as of the beginning of each
semi-annual period in which the expenses are paid. The Adviser may deviate from this standard
allocation method if it determines that an expense disproportionately benefits a particular client or group
of clients.

Ninepoint ETF Fees

Ninepoint is the sub-adviser to the Ninepoint ETFs. For its services, Ninepoint is paid a fee by Tidal at
an annual rate of 0.04% for each ETF, which fee is calculated daily and paid monthly, based on average
daily net assets. However, as Ninepoint is a sponsor to Ninepoint ETFs, Ninepoint may automatically
waive all or a portion of its sub-advisory fee.

Ninepoint participates in a revenue-sharing arrangement with Tidal, whereby it receives a portion of the
profits generated from Tidal's unitary management fee received from the Ninepoint ETFs after fund
expenses are paid. This arrangement aligns the sub-adviser’s incentives with the growth and performance
of the Ninepoint ETFs but may create a potential conflict of interest, as the sub-adviser could benefit from
actions that prioritize profitability.

Item 7. Types of Clients

As described in Item 4, the Adviser’s clients consist of the Funds.

Any initial and additional subscription minimums are disclosed in the offering memorandum of the
applicable Fund.

In addition, we are the sub-advisor to the Ninepoint ETFs, which are generally available to all investors.
Shares of the Ninepoint ETFs will be listed on NYSE Arca, Inc. and therefore they have no minimum
investment requirement.