ninepoint partners lp partners lp ninepoint gold and precious minerals fund ninepoint energy fund...

Ninepoint

Partners LP

NINEPOINT GOLD AND PRECIOUS MINERALS FUND

NINEPOINT ENERGY FUND

NINEPOINT GOLD BULLION FUND

NINEPOINT DIVERSIFIED BOND FUND

NINEPOINT SHORT-TERM BOND FUND

NINEPOINT SILVER BULLION FUND

NINEPOINT ENHANCED BALANCED FUND

NINEPOINT GLOBAL INFRASTRUCTURE FUND

NINEPOINT GLOBAL REAL ESTATE FUND

NINEPOINT ALTERNATIVE HEALTH FUND

NINEPOINT INTERNATIONAL SMALL CAP FUND

NINEPOINT CONCENTRATED CANADIAN EQUITY FUND

NINEPOINT CORE BOND FUND

Annual Financial Statements

December 31

2018

2

Contents

7 Ninepoint Gold and Precious Minerals Fund (formerly, Sprott Gold and Precious Minerals Fund)

18 Ninepoint Energy Fund (formerly, Sprott Energy Fund)

28 Ninepoint Gold Bullion Fund (formerly, Sprott Gold Bullion Fund)

36 Ninepoint Diversified Bond Fund (formerly, Sprott Diversified Bond Fund)

52 Ninepoint Short-Term Bond Fund (formerly, Sprott Short-Term Bond Fund)

60 Ninepoint Silver Bullion Fund (formerly, Sprott Silver Bullion Fund)

68 Ninepoint Enhanced Balanced Fund (formerly, Sprott Enhanced Balanced Fund)

81 Ninepoint Global Infrastructure Fund (formerly, Sprott Global Infrastructure Fund)

91 Ninepoint Global Real Estate Fund (formerly, Sprott Global Real Estate Fund)

102 Ninepoint Alternative Health Fund (formerly, Ninepoint UIT Alternative Health Fund)

113 Ninepoint International Small Cap Fund (formerly, Sprott International Small Cap Fund)

123 Ninepoint Concentrated Canadian Equity Fund (formerly, Sprott Concentrated Canadian Equity Fund)

132 Ninepoint Core Bond Fund

142 Notes to Financial Statements

3

KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818

INDEPENDENT AUDITORS' REPORT

To the Unitholders of:

Ninepoint Gold and Precious Minerals Fund Ninepoint Energy Fund Ninepoint Gold Bullion Fund Ninepoint Diversified Bond Fund Ninepoint Short-Term Bond Fund Ninepoint Silver Bullion Fund Ninepoint Enhanced Balanced Fund Ninepoint Global Infrastructure Fund Ninepoint Global Real Estate Fund Ninepoint Alternative Health Fund Ninepoint International Small Cap Fund Ninepoint Concentrated Canadian Equity Fund Ninepoint Core Bond Fund (Collectively, the "Funds")

Opinion

We have audited the financial statements of the Funds, which comprise:

• the statements of financial position as at December 31, 2018 and December 31, 2017, as applicable

• the statements of comprehensive income (loss) for the applicable periods ended December 31, 2018 and 2017

• the statements of changes in net assets attributable to holders of redeemable units for the applicable periods ended December 31, 2018 and 2017

• the statements of cash flows for the applicable periods ended December 31, 2018 and 2017

• and notes to the financial statements, including a summary of significant accounting policies

(Hereinafter referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Funds as at December 31, 2018 and December 31, 2017, as applicable, and their financial performance and their cash flows for the applicable periods ended December 31, 2018 and 2017 in accordance with International Financial Reporting Standards (“IFRS”).

KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG network of independent member

firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

4

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditors’ Responsibilities for the Audits of the Financial Statements" section of our auditors’ report.

We are independent of the Funds in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. Other information comprises:

• the information included in the Management Report of Fund Performance filed with the relevant Canadian Securities Commissions.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits and remain alert for indications that the other information or appears to be materially misstated.

We obtained the Management Report of Fund Performance filed with the relevant Canadian Securities Commissions as at the date of this auditors’ report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditors’ report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

5

In preparing the financial statements, management is responsible for assessing the Funds’ ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Funds or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Funds’ financial reporting process.

Auditors’ Responsibilities for the Audits of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

6

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Funds’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Funds to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

March 26, 2019

7

Ninepoint Gold and Precious Minerals Fund (formerly, Sprott Gold and Precious Minerals Fund)

Statements of Financial Position

(in Canadian Dollars)

As at December 31 2018 2017

$ $

Assets

Current assets

Investments (note 3, 5, 10) 140,862,134 161,862,851

Cash (note 10) 4,982,102 -

Due from broker - 958,811

Subscriptions receivable 103,067 38,387

Options purchased (note 3, 5) - 3,558,779

Broker margin (note 10) - 127

Dividends receivable 11,277 124,644

Interest receivable 12,327 187,629

Total assets 145,970,907 166,731,228

Liabilities

Current liabilities

Bank indebtedness - 1,073,459

Redemptions payable 120,428 159,055

Incentive fees payable (note 11) 21,850 13,999

Accrued expenses 63,166 61,513

Total liabilities 205,444 1,308,026

Net Assets attributable to holders of redeemable units 145,765,463 165,423,202

Net Assets attributable to holders of redeemable units per series

Series A 101,103,195 127,971,310

Series D 262,632 -

Series F 26,742,872 35,067,595

Series I 1,357,755 2,384,297

Series QF 16,299,009 -

Net Assets attributable to holders of redeemable units per series per unit (note 8)

Series A 32.22 36.27

Series D 9.49 -

Series F 36.31 40.43

Series I 5.50 6.02

Series QF 10.61 -

See accompanying notes which are an integral part of these financial statements

On behalf of the Manager, Ninepoint Partners LP,

by its General Partner, Ninepoint Partners GP Inc.

John Wilson Kirstin McTaggart

DIRECTOR DIRECTOR

8


Statements of Comprehensive Income (Loss)

(in Canadian Dollars, except unit amounts)

For the years ended December 31 2018 2017

$ $

Income

Net gain (loss) on investments and derivatives:

Interest income for distribution purposes (note 3) 631,703 663,360

Dividends (note 3) 851,455 576,394

Net realized gains on sales of investments 6,646,659 9,762,819

Net realized gains (losses) on option contracts (7,333,891) 1,295,019

Net realized gains on forward currency contracts - 29,716

Change in unrealized appreciation (depreciation) in the value of investments (18,437,960) 4,243,013

Change in unrealized appreciation (depreciation) on option contracts 5,666,886 (5,747,524)

Net realized losses on foreign exchange (15,706) (460,628)

Other income 273,584 1,829

Total income (loss) (11,717,270) 10,363,998

Expenses (note 11, 12)

Management fees 3,430,425 5,076,029

Transaction costs (note 3, 13) 688,754 1,892,613

Unitholder reporting costs 338,029 377,918

Withholding taxes 210,743 31,885

Administrative fees 109,048 131,168

Audit fees 34,972 26,469

Filing fees 31,137 20,495

Custodial fees 29,768 30,681

Legal fees 24,905 8,081

Incentive fees (note 11) 21,850 13,999

Independent Review Committee fees (note 14) 4,484 5,113

Trustee fees 1,842 5,571

Securities borrowing expense 769 -

Total expenses 4,926,726 7,620,022

Increase (decrease) in Net Assets attributable to holders of redeemable units from operations (16,643,996) 2,743,976

Increase (decrease) in Net Assets attributable to holders of redeemable units from operations per series

Series A (14,053,468) 2,459,710

Series D 14,194 -

Series F (3,070,087) 250,333

Series I (197,805) -

Series QF 663,170 33,933

Weighted average number of redeemable units

Series A 3,273,952 3,680,521

Series D 11,024 -

Series F 717,437 1,957,929

Series I 310,162 -

Series QF 1,426,832 695,549

Increase (decrease) in Net Assets attributable to holders of redeemable units from operations per series per unit (note 3)

Series A (4.29) 0.67

Series D 1.29 -

Series F (4.28) 0.13

Series I (0.64) -

Series QF 0.46 0.05


9


Statements of Changes in Net Assets Attributable to Holders of Redeemable Units



$ $

Net Assets attributable to holders of redeemable units, beginning of year

Series A 127,971,310 137,277,645

Series D - -

Series F 35,067,595 82,411,664

Series I 2,384,297 629,386

Series QF - -

165,423,202 220,318,695

Increase (decrease) in Net Assets attributable to holders of redeemable units from operations

Series A (14,053,468) 2,459,710

Series D 14,194 -

Series F (3,070,087) 250,333

Series I (197,805) 33,933

Series QF 663,170 -

(16,643,996) 2,743,976

Redeemable unit transactions (note 8)

Proceeds from redeemable units issued

Series A 15,341,565 17,797,987

Series D 252,760 -

Series F 15,058,875 10,273,904

Series I 22,880 5,439,351

Series QF 15,652,755 -

Redemption of redeemable units

Series A (28,156,212) (29,564,032)

Series D (4,322) -

Series F (20,313,511) (57,868,306)

Series I (851,617) (3,718,373)

Series QF (16,916) -

(3,013,743) (57,639,469)

Net increase (decrease) in Net Assets attributable to holders of redeemable units

Series A (26,868,115) (9,306,335)

Series D 262,632 -

Series F (8,324,723) (47,344,069)

Series I (1,026,542) 1,754,911

Series QF 16,299,009 -

(19,657,739) (54,895,493)

Net Assets attributable to holders of redeemable units, end of year

Series A 101,103,195 127,971,310

Series D 262,632 -

Series F 26,742,872 35,067,595

Series I 1,357,755 2,384,297

Series QF 16,299,009 -

145,765,463 165,423,202

10


Statements of Changes in Net Assets Attributable to Holders of Redeemable Units continued

Changes in outstanding redeemable units of the Fund for the years ended December 31,

2018 2017

Series A Series D Series F Series I Series QF Series A Series F Series I

Units, beginning of year 3,528,759 - 867,336 396,329 - 3,853,158 2,097,078 108,371

Subscriptions 466,824 28,152 408,296 4,572 1,537,563 486,528 241,213 900,688

Redemptions (858,118) (490) (539,150) (154,031) (1,664) (810,927) (1,470,955) (612,730)

Units, end of year 3,137,465 27,662 736,482 246,870 1,535,899 3,528,759 867,336 396,329


11


Statements of Cash Flows



$ $

Cash flows from operating activities


Adjustments for:

Foreign exchange (gains) losses on cash 4,977 (536)

Net realized (gains) on sales of investments (6,646,659) (9,762,819)

Net realized (gains) losses on option contracts 7,333,891 (1,295,019)

Change in unrealized (appreciation) depreciation in the value of investments 18,437,960 (4,243,013)

Change in unrealized (appreciation) depreciation on option contracts (5,666,886) 5,747,524

Purchases of investments (121,445,226) (275,619,830)

Proceeds from sales of investments 158,903,116 315,325,894

Net increase in other assets and liabilities 298,300 2,236,742

Net cash provided by operating activities 34,575,477 35,132,919

Cash flows from financing activities

Proceeds from redeemable units issued 19,340,626 41,596,360

Redemption of redeemable units (47,855,565) (79,649,782)

Net cash used in by financing activities (28,514,939) (38,053,422)

Foreign exchange gains (losses) on cash (4,977) 536

Net increase (decrease) in cash 6,060,538 (2,920,503)

Cash (Bank indebtedness) at beginning of year (1,073,459) 1,846,508

Cash (Bank indebtedness) at end of year 4,982,102 (1,073,459)

Supplemental Information

Interest received 807,005 533,856

Dividends received, net of withholding taxes 754,079 498,747


12


Schedule of Investment Portfolio As at December 31, 2018 Maturity/Expiry Date Average Cost Fair Value

$ $

PAR VALUE BONDS, CONVERTIBLE DEBENTURES AND LOANS [4.73%]

134,866 Energold Drilling Corp., 14.00% ** Jan 16, 2020 134,866 134,866

2,303,000 Energold Drilling Corp., 9.50% ** Jun 14, 2022 2,303,000 2,303,000 3,262,937 TMAC Resources Inc., 8.75% Jul 31, 2022 4,088,638 4,453,610

Total Bonds, Convertible Debentures and Loans 6,526,504 6,891,476

SHARES EQUITIES AND WARRANTS [90.75%] PRECIOUS METALS [89.06%]

43,026 Agnico Eagle Mines Ltd. 2,684,012 2,370,733

206,813 Alamos Gold Inc., Warrants Jan 7, 2019 11,296 5,170

1,452,700 Argonaut Gold Inc. 3,447,982 2,266,212

1,157,567 B2Gold Corp. 3,678,937 4,618,692

3,994,245 Bellevue Gold Ltd. 924,037 1,574,382

587,500 Bonterra Resources Inc. 2,891,743 1,521,628

3,344,200 Caldera Resources Inc. - - 41,455,148 Calidus Resources Ltd. 1,594,875 1,135,834

1,213,114 Cardinal Resources Ltd. 834,720 509,508

7,876,469 Cardinal Resources Ltd. 3,988,496 3,256,053

2,912,700 Centamin PLC 5,704,936 5,514,212

70,700 Cia de Minas Buenaventura SAA 1,231,738 1,565,221

2,507,800 CIC Capital Ltd.** - -

2,507,800 CIC Capital Ltd.** - - 365,256 CIC Gold Group Ltd. - -

2,225,400 Contact Gold Inc. 2,179,143 756,636

1,165,286 Continental Gold Inc. 3,650,030 2,621,894

1,224,151 Dacian Gold Ltd. 2,831,363 2,942,161

876,100 Dundee Precious Metals Inc. 2,793,146 3,153,960

6,574,254 Echo Resources Ltd. 1,619,616 948,046

328,712 Echo Resources Ltd., Rights Jan 16, 2019 - 14,221

211,900 Endeavour Mining Corp. 4,310,555 4,733,846 281,991 Fire River Gold Corp.** 3,904,077 -

616,700 Fortuna Silver Mines Inc. 2,959,114 3,083,500

174,000 Fresnillo PLC 2,532,684 2,603,793

839,285 Gatling Exploration Inc. - 327,321

529,456 Gold Standard Ventures Corp. 1,096,370 905,370

1,195,200 Hochschild Mining PLC 4,300,088 3,245,371

5,397,210 Intelicrypt Tactical Solutions Ltd.** 1,483,609 - 800,000 Kilo Goldmines Ltd., Warrants May 2, 2019 - -

247,136 Kirkland Lake Gold Ltd. 3,759,486 8,798,042

4,209 Luiri Gold Ltd. - -

259,100 MAG Silver Corp. 2,506,421 2,591,000

1,354,400 New Gold Inc. 1,642,753 1,422,123

2,585,698 New Guinea Gold Corp.** - -

89,600 Newmont Mining Corp. 4,491,036 4,237,549

587,100 Northern Star Resources Ltd. 3,529,392 5,215,255 959,100 OceanaGold Corp. 3,510,414 4,776,318

128,500 Pan American Silver Corp. 2,503,692 2,561,005

2,000,000 Pembrook Copper Corp.** 2,000,000 1,386,000

340,882 Pretium Resources Inc. 3,475,515 3,944,005

45,100 Randgold Resources Ltd. 4,338,421 5,102,490

374,500 Regis Resources Ltd. 1,722,098 1,738,963

2,740,886 Roxgold Inc. 2,469,247 2,220,118

1,392,300 Rubicon Minerals Corp. 1,914,899 1,851,759 1,833,899 Sabina Gold and Silver Corp. 3,843,149 2,255,696

35,345,300 San Gold Corp. 8,142,468 -

1,555,281 Saracen Mineral Holdings Ltd. 2,177,397 4,380,947

127,900 Seabridge Gold Inc. 2,206,636 2,309,586

2,000,000 Seafield Resources Ltd.** 482,260 -

811,600 SEMAFO Inc. 2,664,026 2,394,225

5,303,290 Shear Diamonds Ltd.** 2,159,518 - 588,513 SilverCrest Metals Inc. 1,457,810 2,348,167

399,350 Skeena Resources Ltd. 218,657 119,805

727,500 Skeena Resources Ltd., Warrants Mar 29, 2020 1,180 451

172,900 SSR Mining Inc. 2,467,111 2,852,850

736,400 St Barbara Ltd. 3,070,569 3,327,386

990,247 Superior Gold Inc. 1,447,563 831,807

271,900 Tahoe Resources Inc. 1,205,686 1,351,343

49,281 TMAC Resources Inc., Warrants Jul 26, 2022 - 30,432

13


Schedule of Investment Portfolio continued As at December 31, 2018 Expiry Date Average Cost Fair Value

$ $

SHARES

167,356 Torex Gold Resources Inc. 2,056,806 2,173,951

3,196,028 West African Resources Ltd. 965,253 783,027

3,000,000 West African Resources Ltd. 890,577 721,029

2,292,666 West Kirkland Mining Inc., Warrants Apr 17, 2019 - - 4,374,000 West Kirkland Mining Inc., Warrants Apr 16, 2019 56,884 21,870

1,322,300 Westgold Resources Ltd. 2,789,839 1,118,676

968,740 Westgold Resources Ltd., Warrants Jun 30, 2019 76,655 1,863

272,800 Wheaton Precious Metals Corp. 6,796,381 7,270,120

143,692,366 129,811,622

BASE METALS [0.92%]

2,462,280 Chakana Copper Corp. 1,676,817 1,034,158

493,594 Copperbank Resources Corp., Warrants Oct 21, 2019 2,404 4,936

1,810,100 First Mining Gold Corp., Warrants Aug 5, 2019 2,849 -

769,897 Minco Base Metals Corp.** 866,500 - 34 Perseus Mining Ltd., Warrants Mar 9, 2020 - -

1,930,300 Wallbridge Mining Co Ltd. 584,077 308,848

3,132,647 1,347,942

OIL & GAS [0.77%]

600,000 Energold Drilling Corp., Warrants Mar 1, 2019 1,422 -

460,600 Energold Drilling Corp., Warrants Jun 14, 2022 1,034 127

642,060 Gastem Inc.** - -

3,582,000 Oilsands Quest Inc.** - -

512,500 Rodinia Oil Corp.** - -

700,000 White Gold Corp. 976,850 1,120,000

979,306 1,120,127

Total Equities and Warrants 147,804,319 132,279,691

OUNCES BULLION [1.16%]

79,954 Silver Bullion 1,614,100 1,690,967

Total Bullion 1,614,100 1,690,967

Transaction Costs (note 3) (308,156) -

Net Investments [96.64%] 155,636,767 140,862,134

Cash and Other Assets Less Liabilities [3.36%] 4,903,329

Total Net Assets attributable to holders of redeemable units [100.00%] 145,765,463

** Private Company.



Notes to financial statements – Fund specific information December 31, 2018

14

Financial Risk Management (note 6)

Investment Objective The primary objective of the Fund is to provide long-term capital growth. In order to achieve its investment objective, the Fund invests

primarily in gold, gold certificates, precious metals and minerals, certificates relating to such metals and minerals and/or in equity securities of

companies that are directly or indirectly involved in the exploration, mining, production or distribution of gold and precious metals and

minerals.

The Schedule of Investment Portfolio presents the securities held by the Fund as at December 31, 2018. Significant risks that are relevant to the

Fund are discussed here. General information on risks and risk management is described in Note 6 of the Generic Notes.

Market Risk a) Other Price Risk

As at December 31, 2018 and 2017, if the S&P/TSX Global Gold Total Return Index were to fluctuate by 10%, with all other variables held

constant, Net Assets attributable to holders of redeemable units would increase or decrease by the amounts shown in the table below. This is a

measure based on the historical relationship of the Fund’s performance against the index noted above. The composition of this calculation

contains several subjective components that, although reasonably estimated, could alter the resulting estimate should these components be

modified based on revised assumptions.

December 31, 2018 December 31, 2017

Impact

As a % of Net Assets

attributable to holders

of redeemable units

Impact



of redeemable units $ % $ %

13,410,423 9.20 15,218,935 9.20

b) Currency Risk

The tables below summarize the Fund’s exposure to currency risk as at December 31, 2018 and 2017. The tables also illustrate the potential

impact to the Fund’s Net Assets attributable to holders of redeemable units as a result of 1% changes in these currencies relative to the

Canadian dollar, with all other variables held constant.

December 31, 2018

Currency Fair Value

% of Net Assets


of redeemable units

Impact on Net Assets


of redeemable units $ % $

Australian Dollar 27,109,913 18.60 271,099

U.S. Dollar 20,111,592 13.80 201,116

Pound Sterling 11,086,763 7.60 110,868

58,308,268 40.00 583,083

December 31, 2017

Currency Fair Value

% of Net Assets


of redeemable units





U.S. Dollar 16,721,762 10.11 167,217

Pound Sterling 4,046,897 2.45 40,469

56,650,129 34.25 566,501



15

c) Interest Rate Risk

As of December 31, 2018, 4.73% (December 31, 2017 - 5.50%) of the Fund's Net Assets attributable to holders of redeemable units were

invested in fixed income securities, 98.04% of which were private loans (December 31, 2017 - 73.43%). As a result, a 1% change in interest

rates would not have a significant impact on the Fund.

Credit Risk As of December 31, 2018, 4.73% (December 31, 2017 - 5.50%) of the Fund's Net Assets attributable to holders of redeemable units were

invested in fixed income securities, 98.04% of which were private loans (December 31, 2017 - 73.43%). As a result, the credit risk is

considered minimal.

Concentration Risk The table below summarizes the Fund’s concentration risk as a percentage of Net Assets attributable to holders of redeemable units as at

December 31, 2018 and 2017:

December 31, 2018 December 31, 2017 % %

Equities and Warrants:

Precious Metals 89..06 92.04

Base Metals 0.92 0.31

Oil & Gas 0.77 –

Bonds, Convertible Debentures and Loans 4.73 5.50

Silver Bullion 1.16 –

Options purchased – 2.15

Cash and Other Assets Less Liabilities 3.36 –

Total Net Assets attributable to holders of redeemable units 100.00 100.00

Fair Value Measurements (note 5)

The Fund’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy in the tables below as at


December 31, 2018

Level 1 Level 2 Level 3 Total

$ $ $ $

Equities 129,678,787 1,135,834 1,386,000 132,200,261 Warrants and Rights 5,170 73,900 – 79,070 Silver Bullion 1,690,967 – – 1,690,967

Bonds, Convertible Debentures and Loans – – 6,891,476 6,891,476

131,374,924 1,209,734 8,277,476 140,862,134

December 31, 2017


$ $ $ $

Equities 146,836,217 3,315,272 1,898,750 152,050,239

Warrants and Rights 307,392 412,988 – 720,380

Bonds, Convertible Debentures and Loans – 2,415,895 6,676,337 9,092,232

Options purchased 3,558,779 – – 3,558,779

150,702,388 6,144,155 8,575,087 165,421,630

During the years ended December 31, 2018 and 2017, there were no significant transfers between levels other than the transfers indicated

below, which resulted from the public offering of the security.



16

The reconciliation of investments measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2018 and 2017,

is presented as follows:


Equities

Bonds and

Convertible

Debentures Equities

Bonds and

Convertible

Debentures $ $ $ $

Balance at beginning of period 1,898,750 6,676,337 1,969,800 –

Net transfers out (1,474,054) – – –

Purchases 961,304 976,866 512,750 6,661,175

Sales – (1,173,410) – –

Realized gains (losses) – 61,872 – –

Change in unrealized appreciation (depreciation) in the value of

investments

– 349,811 (583,800) 15,162

Balance at end of period 1,386,000 6,891,476 1,898,750 6,676,337

Change in unrealized appreciation during the year for investments held at

end of period – 353,051 – 15,162

The Fund’s Level 3 securities consist of private equity and private bond and convertible debenture positions. The Manager determines their fair

value by utilizing a variety of valuation techniques such as the use of comparable recent transactions, discounted cash flows and other

techniques used by market participants. The significant unobservable input used in these valuation techniques can vary considerably over time

depending on company specific factors and economic or market conditions. The potential impact of applying reasonable possible alternative

assumptions for valuing material Level 3 financial assets or liabilities is as follows:

December 31, 2018 Increase Decrease

Impact on Net assets attributable to holders of redeemable units 0.10% (0.12%)



Restricted Cash and Investments (note 10)

As at December 31, 2018 restricted cash and investments held for the Fund totaled $nil (December 31, 2017 - $127).

Management Fees (note 11)

This fee differs among the series of units of the Fund as set out in the chart below:

Series A Series D Series F Series I* Series QF

Up to 2.50% Up to 2.00% Up to 1.50% Negotiated by the

Unitholder

Up to 1.15%

* The management fee for Series I units of the Fund is negotiated by the unitholder and may be paid directly by the Fund or by the unitholder.

Related Party Holdings Ninepoint Financial Group, the parent company of the Fund manager, and its respective subsidiaries, held the following investments in the

Fund as at December 31, 2018 and 2017:

December 31, 2018 December 31, 2017 Units held

Class F 25 25

Value of units held ($) 888 1,005

Tax Loss Carryforwards (note 3)

As of the taxation year ended December 31, 2018, the Fund had capital and non-capital losses available for tax purposes as follows:



17

Capital losses Non-capital losses

Non-capital losses

year of expiry $ $

197,861,591 167,088 2034

– 2,887,641 2035

– 2,209,077 2037

– 6,552,733 2038

Sharing Arrangements (note 13)

During the year ended December 31, 2018, the Fund paid $32,985 out of the total transaction costs incurred to certain brokers for research

provided to the portfolio manager (December 31, 2017 — $9,917).

Fund Merger During the year ended December 31, 2018, the Fund acquired all the assets of the funds listed below (the “Acquired Funds”), and in exchange,

it issued shares to the Acquired Funds. In turn, those shares were distributed to the shareholders of the Acquired Funds. The Manager was the

investment advisor to the Acquired Funds.

Transfer Date Acquired Fund

Fair Value of Assets

Acquired by the Fund

Number of shares issued by the

Fund to the Acquired Fund July 31, 2018 Ninepoint Bull/Bear RSP Fund (formerly, Sprott

Bull/Bear RSP Fund)

$3,243,251

98,023

July 31, 2018 Ninepoint Hedge Fund L.P. (formerly, Sprott

Hedge Fund L.P.)

$16,047,520

450,642

July 31, 2018 Ninepoint Hedge Fund L.P. II (formerly, Sprott

Hedge Fund L.P. II)

$6,107,118

183,999

See accompanying generic notes which are an integral part of these financial statements

18

Ninepoint Energy Fund (formerly, Sprott Energy Fund)




$ $

Assets

Current assets

Investments (note 3, 5) 106,609,822 155,669,345

Cash 2,548,736 2,473,258

Unrealized appreciation on forward currency contracts (note 3, 5) - 82,838


Dividends receivable - 59,275

Total assets 110,133,692 159,128,628

Liabilities

Current liabilities

Unrealized depreciation on forward currency contracts (note 3, 5) 983,664 -



Total liabilities 1,673,808 425,946



Series A 44,898,238 79,796,392

Series D 649,633 -

Series F 61,848,115 76,170,371

Series I 1,063,888 2,735,919

Series PTF 10 -


Series A 7.72 12.93

Series D 5.54 -

Series F 8.65 14.34

Series I 4.07 6.63

Series PTF 10.00 -





DIRECTOR DIRECTOR

19





$ $

Income

Net gain (loss) on investments:

Interest income for distribution purposes (note 3) 223 168

Dividends (note 3) 691,198 652,130

Net realized losses on sales of investments (5,556,428) (63,934,146)

Net realized losses on forward currency contracts (4,060,541) (1,844,690)

Change in unrealized depreciation in the value of investments (48,895,250) (743,751)

Change in unrealized appreciation (depreciation) on forward currency contracts (1,066,502) 82,838



Total income (loss) (59,482,516) (66,299,434)


Transaction costs (note 3, 13) 5,258,713 3,605,498




Legal fees 45,528 8,069


Audit fees 24,766 26,429


Interest expense 15,325 -




Securities borrowing expense - 6,045

Total expenses 9,138,557 7,658,122

Decrease in Net Assets attributable to holders of redeemable units from operations (68,621,073) (73,957,556)

Decrease in Net Assets attributable to holders of redeemable units from operations per series

Series A (32,027,381) (41,309,585)

Series D (393,920) -

Series F (35,395,308) (30,727,096)

Series I (804,464) (1,920,875)

Series PTF - -


Series A 5,972,223 6,073,572

Series D 77,363 -

Series F 5,649,528 4,875,130

Series I 326,670 521,586

Series PTF 1 -

Decrease in Net Assets attributable to holders of redeemable units from operations per series per unit (note 3)

Series A (5.36) (6.80)

Series D (5.09) -

Series F (6.27) (6.30)

Series I (2.46) (3.68)

Series PTF (0.00) -


20





$ $


Series A 79,796,392 107,495,769

Series D - -

Series F 76,170,371 73,943,341

Series I 2,735,919 -

Series PTF - -

158,702,682 181,439,110

Decrease in Net Assets attributable to holders of redeemable units from operations

Series A (32,027,381) (41,309,585)

Series D (393,920) -

Series F (35,395,308) (30,727,096)

Series I (804,464) (1,920,875)

Series PTF - -

(68,621,073) (73,957,556)



Series A 23,537,571 44,985,072

Series D 1,369,824 -

Series F 48,436,187 61,895,374

Series I 105,630 6,961,808

Series PTF 10 -


Series A (26,408,344) (31,374,864)

Series D (326,271) -

Series F (27,363,135) (28,941,248)

Series I (973,197) (2,305,014)

Series PTF - -

18,378,275 51,221,128


Series A (34,898,154) (27,699,377)

Series D 649,633 -

Series F (14,322,256) 2,227,030

Series I (1,672,031) 2,735,919

Series PTF 10 -

(50,242,798) (22,736,428)


Series A 44,898,238 79,796,392

Series D 649,633 -

Series F 61,848,115 76,170,371

Series I 1,063,888 2,735,919

Series PTF 10 -

108,459,884 158,702,682

21




2018 2017

Series A Series D Series F Series I Series PTF Series A Series F Series I

Units, beginning of year 6,170,667 - 5,312,933 412,902 - 5,350,523 3,355,521 -

Subscriptions 1,887,399 159,691 4,217,265 4,834 1 3,141,284 3,967,012 780,710

Redemptions (2,240,828) (42,434) (2,383,874) (156,193) - (2,321,140) (2,009,600) (367,808)

Units, end of year 5,817,238 117,257 7,146,324 261,543 1 6,170,667 5,312,933 412,902


22


Statements of Cash Flows (in Canadian Dollars)


$ $



Adjustments for:

Foreign exchange losses on cash 746,296 60

Net realized losses on sales of investments 5,556,428 63,934,146

Change in unrealized depreciation in the value of investments 48,895,250 743,751

Change in unrealized (appreciation) depreciation on forward currency contracts 1,066,502 (82,838)



Net increase (decrease) in other assets and liabilities 95,403 (418,239)

Net cash used in operating activities (2,110,887) (69,193,141)




Net cash provided by financing activities 2,932,661 51,727,325

Foreign exchange losses on cash (746,296) (60)

Net increase (decrease) in cash 821,774 (17,465,816)

Cash at beginning of year 2,473,258 19,939,134

Cash at end of year 2,548,736 2,473,258


Interest received 223 168


Interest paid 15,325 -


23


Schedule of Investment Portfolio As at December 31, 2018 Average Cost Fair Value

$ $

SHARES EQUITIES [98.30%]

OIL AND GAS EXPLORATION AND PRODUCTION [88.59%]

10,500,000 Athabasca Oil Corp. 12,966,908 10,395,000 5,200,000 Baytex Energy Corp. 20,546,402 12,532,000

800,000 Callon Petroleum Co. 10,272,864 7,088,118

90,000 Diamondback Energy Inc. 14,171,330 11,389,864

2,900,000 Kelt Exploration Ltd. 16,752,435 13,456,000

3,200,000 NuVista Energy Ltd. 17,081,412 13,056,000

900,000 Oasis Petroleum Inc. 10,344,951 6,794,600

500,000 Parsley Energy Inc. 17,316,735 10,907,948

675,000 WPX Energy Inc. 13,411,525 10,459,139

132,864,562 96,078,669

OIL AND GAS EQUIPMENT AND SERVICES [9.71%]

700,000 Centennial Resource Development Inc. 14,465,118 10,531,153

14,465,118 10,531,153

Total Equities 147,329,680 106,609,822


Total Investments [98.30%] 146,904,063 106,609,822

Total unrealized depreciation on forward currency contracts [-0.91%] (Schedule 1) (983,664)




24


Forward Currency Contracts (Schedule 1)

As at December 31, 2018

Contract Cost

$(CAD)

Forward

Value

$(CAD)

Unrealized

Depreciation

$(CAD) Bought ($) Sold ($)

Settlement

Date

44,404,096 Canadian Dollar (33,260,000) U.S. Dollar 18-Jan-19 (44,404,096) (45,387,760) (983,664)

(983,664)



25


Investment Objective The Fund seeks to achieve long-term capital growth. The Fund invests primarily in equity and equity-related securities of companies that are

involved directly or indirectly in the exploration, development, production and distribution of oil, gas, coal, or uranium and other related

activities in the energy and resource sector.

The Schedule of Investment Portfolio presents the securities held by the Fund as at December 31, 2018. Significant risks that are relevant to

the Fund are discussed here. General information on risks and risk management is described in Note 6 of the Generic Notes.


As at December 31, 2018 and 2017, if the S&P/TSX Capped Energy Total Return Index were to fluctuate by 10%, with all other variables held






Impact



of redeemable units Impact




13,340,566 12.30 19,361,727 12.20

b) Currency Risk




December 31, 2018

Currency Fair Value

Forward Currency

Contracts Net Exposure

% of Net Assets


of redeemable units



of redeemable units

$ $ $ % $

U.S. Dollar 57,168,073 (45,387,760) 11,780,313 10.86 117,803

December 31, 2017

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units



of redeemable units

$ $ $ % $

U.S. Dollar 74,681,329 (62,206,647) 12,474,682 7.86 124,747


As at December 31, 2018 and 2017, the Fund did not have a significant exposure to interest rate risk.

Credit Risk As at December 31, 2018 and 2017, the Fund was exposed to credit risk from over-the-counter derivative contracts with counterparties. The

credit risk was considered minimal as these counterparties have a minimal credit rating of AA- by S&P or equivalent.



26




% %

Equities:

Oil and Gas Exploration and Production 88.59 34.83 Oil and Gas Equipment and Services 9.71 63.26

Unrealized appreciation on forward currency contracts – 0.05

Unrealized depreciation on forward currency contracts (0.91) –

Cash and Other Assets Less Liabilities 2.61 1.86





December 30, 2018

Level 1 Level 2 Level 3 Total $ $ $ $

Equities 106,609,822 – – 106,609,822 Forward Currency Contracts – (983,664) – (983,664)

106,609,822 (983,664) – 105,626,158

December 31, 2017


Equities 148,729,067 6,940,278 – 155,669,345

Forward Currency Contracts – 82,838 – 82,838

148,729,067 7,023,116 – 155,752,183

During the years ended December 31, 2018 and 2017, there were no significant transfers between levels.



Series A Series D Series F Series I* Series PTF


Unitholder

Up to 1.50%


Related Party Broker Commissions Brokerage commissions paid by the Fund to SP Wealth, a related party of Ninepoint Financial Group Inc., for brokerage services

provided to the Fund for the period ended December 31, 2018 were $185,871. There were no brokerage commissions paid to SP

Wealth for the period ended December 31, 2017.



27




Non-capital losses

year of expiry $ $

114,974,432 3,002,680 2028

– 2,083,078 2029

– 2,820,390 2030

– 1,986,159 2032

– 323,020 2033

– 3,631,410 2037

– 2,441,670 2038

Sharing Arrangements (note 13)

During the year ended December 31, 2018, the Fund paid $50,178 out of the total transaction costs incurred to certain brokers for

research provided to the portfolio manager (December 31, 2017 - $31,876).

Fund Merger During the year ended December 31, 2018, the Fund acquired all the assets of the funds listed below (the “Acquired Fund”), and in exchange,

it issued shares to the Acquired Fund. In turn, those shares were distributed to the shareholders of the Acquired Fund. The Manager was the

investment advisor to the Acquired Fund.





Fund to the Acquired Fund November 29, 2018 Ninepoint Energy Opportunities Trust (formerly,

Sprott Energy Opportunities Trust)

$15,542,462

1,581,302


28

Ninepoint Gold Bullion Fund (formerly, Sprott Gold Bullion Fund)




$ $

Assets

Current assets


Cash - 279,857


Total assets 122,128,199 131,535,629

Liabilities

Current liabilities

Bank indebtedness 64,518 -



Total liabilities 153,523 133,817



Series A 64,092,220 70,699,303

Series F 57,882,456 60,702,509


Series A 13.60 12.90

Series F 14.04 13.27

Series A $US 9.97 10.26

Series F $US 10.29 10.56





DIRECTOR DIRECTOR

29





$ $

Income


Interest income for distribution purposes (note 3) 84 116


Change in unrealized appreciation in the value of investments 4,913,263 5,285,559


Other income 16,086 136

Total income 7,466,388 7,789,998


Management fees 928,053 1,013,268




Legal fees 34,764 29,262


Audit fees 15,701 16,483



Total expenses 1,359,794 1,446,658

Increase in Net Assets attributable to holders of redeemable units from operations 6,106,594 6,343,340

Increase in Net Assets attributable to holders of redeemable units from operations per series

Series A 3,337,055 3,618,902

Series F 2,769,539 2,700,614

Series I - 23,824


Series A 5,058,792 5,967,391

Series F 4,674,860 4,466,317

Series I - 53,890

Increase in Net Assets attributable to holders of redeemable units from operations per series per unit (note 3)

Series A 0.66 0.61

Series F 0.59 0.60

Series I - 0.44


30





$ $


Series A 70,699,303 77,863,456

Series F 60,702,509 54,313,661

Series I - 549,651

131,401,812 132,726,768

Increase in Net Assets attributable to holders of redeemable units from operations

Series A 3,337,055 3,618,902

Series F 2,769,539 2,700,614

Series I - 23,824

6,106,594 6,343,340



Series A 6,340,925 9,416,409

Series F 13,607,817 15,756,459

Series I - 30,433


Series A (16,285,063) (20,199,464)

Series F (19,197,409) (12,068,225)

Series I - (603,908)

(15,533,730) (7,668,296)


Series A (6,607,083) (7,164,153)

Series F (2,820,053) 6,388,848

Series I - (549,651)

(9,427,136) (1,324,956)


Series A 64,092,220 70,699,303

Series F 57,882,456 60,702,509

Series I - -

121,974,676 131,401,812

31




2018 2017

Series A Series F Series I Series A Series F Series I

Units, beginning of year 5,481,741 4,575,841 - 6,307,093 4,291,464 54,355

Subscriptions 488,914 1,016,710 - 733,420 1,192,804 2,863

Redemptions (1,259,412) (1,470,077) - (1,558,772) (908,427) (57,218)

Units, end of year 4,711,243 4,122,474 - 5,481,741 4,575,841 -


32





$ $



Adjustments for:

Foreign exchange gains on cash (1,511) (95)

Net realized gains on sales of investments (2,544,533) (2,536,239)

Change in unrealized appreciation in the value of investments (4,913,263) (5,285,559)



Net decrease in other assets and liabilities (14,430) (9,380)





Net cash used in financing activities (15,621,125) (7,393,099)

Foreign exchange gains on cash 1,511 95

Net decrease in cash (345,886) (158,700)

Cash at beginning of year 279,857 438,462

Cash (Bank indebtedness) at end of year (64,518) 279,857


Interest received 84 116


33



$ $


69,702 Gold Bullion 97,573,596 122,007,405


Cash and Other Assets Less Liabilities [-0.03%] (32,729)





34


Investment Objective The investment objective of the Fund is to seek to provide a secure, convenient alternative for investors seeking to hold gold. The Fund will

invest primarily in unencumbered, fully allocated gold bullion, permitted gold certificates and/or closed-end funds with the underlying interest

of which is gold. The Fund may also invest a portion of its assets in cash, money market instruments and/or treasury bills. The Fund will only

purchase and expects to only own “Good Delivery Bars” as defined by the London Bullion Market Association (“LBMA”), with each bar

purchased being verified against the LBMA source.

The Schedule of Investment Portfolio presents the investments held by the Fund as at December 31, 2018. Significant risks that are relevant to



If the price of gold bullion were to fluctuate by 10%, with all other variables held constant, the Fund’s Net Assets attributable to holders of

redeemable units would increase or decrease by the amounts shown in the table below.


Impact



of redeemable units

Impact




12,200,741 10.01 13,119,199 9.98

b) Currency Risk




December 31, 2018

Currency Fair Value

% of Net Assets


of redeemable units




U.S. Dollar 122,079,097 100.09 1,220,791

December 31, 2017

Currency Fair Value

% of Net Assets


of redeemable units



of redeemable units) $ % $

U.S. Dollar 131,184,603 99.83 1,311,846



Credit Risk As at December 31, 2018 and 2017, the Fund did not have a significant exposure to credit risk.



35




Gold Bullion 100.03 99.84 Cash and Other Assets Less Liabilities (0.03) 0.16 Total Net Assets attributable to holders of redeemable units 100.00 100.00




December 31, 2018


Gold Bullion 122,007,405 – – 122,007,405

December 31, 2017


Gold Bullion 131,191,991 – – 131,191,991




Series A Series F Series I*

Up to 0.80% Up to 0.50% Negotiated by the

Unitholder



As of the taxation year ended December 31, 2018, the Fund had no capital and non-capital losses available for tax purposes.


36

Ninepoint Diversified Bond Fund (formerly, Sprott Diversified Bond Fund)




$ $

Assets

Current assets


Cash (note 10) 30,908,058 13,207,130

Unrealized appreciation on forward currency contracts (note 3, 5) - 1,027,504

Options purchased (note 3, 5) 162,422 1,072,122

Broker margin (note 10) - 2,256,708



Interest receivable 3,034,955 1,863,291

Total assets 394,469,085 194,306,934

Liabilities

Current liabilities

Investments sold short (note 3, 5) - 4,511,141


Unrealized depreciation on forward currency contracts (note 3, 5) 1,026,054 -

Options written (note 3, 5) 152,869 1,201,720


Interest payable - 3,797

Total liabilities 1,287,609 5,947,923



Series A 24,743,895 25,087,250

Series F 36,365,497 17,556,971

Series I 318,260,869 134,993,568

Series P 994,270 -

Series PF 7,175,291 7,484,553

Series T 2,041,026 2,642,001

Series FT 1,288,043 594,668

Series QF 703,668 -

Series QFT 1,608,917 -


Series A 10.37 10.66

Series F 10.56 10.85

Series I 10.66 10.94

Series P 9.95 -

Series PF 10.15 10.44

Series T 7.95 8.42

Series FT 8.82 9.23

Series QF 9.85 -

Series QFT 9.81 -





DIRECTOR DIRECTOR

37





$ $

Income

Net gain (loss) on investments and derivatives

Interest income for distribution purposes (note 3) 11,099,126 7,670,690

Dividends (note 3) 686,836 489,988

Net realized gains (losses) on sales of investments (900,579) 5,115,014

Net realized gains (losses) on forward currency contracts (1,615,097) 6,296,049

Net realized losses on swap contracts - (138,068)

Net realized gains (losses) on option contracts 1,561,444 (143,890)

Change in unrealized depreciation in the value of investments (5,819,322) (6,372,060)

Change in unrealized appreciation (depreciation) on forward currency contracts (2,053,558) 1,501,577

Change in unrealized appreciation (depreciation) on option contracts 100,922 (116,126)

Net realized gains (losses) on foreign exchange 140,333 (2,457,676)


Total income 3,215,584 11,856,126


Management fees 790,394 785,808



Interest paid on investments sold short 71,088 25,586



Audit fees 25,245 26,709

Legal fees 15,665 8,155

Securities borrowing expense 11,511 6,055


Transaction costs (note 3, 13) 6,926 57,654



Total expenses 1,307,242 1,310,755



Series A (177,189) 1,209,446

Series F 19,970 1,037,653

Series I 2,063,572 7,751,877

Series P (2,158) -

Series PF 29,480 386,888

Series T (15,135) 123,734

Series FT 40 35,773

Series QF (3,309) -

Series QFT (6,929) -


Series A 2,363,271 2,623,295

Series F 2,464,882 1,787,840

Series I 20,594,097 11,968,660

Series P 99,709 -

Series PF 707,280 701,653

Series T 278,961 332,088

Series FT 96,494 71,917

Series QF 69,170 -

Series QFT 151,903 -

38


Statements of Comprehensive Income (Loss) continued



$ $


Series A (0.07) 0.46

Series F 0.01 0.58

Series I 0.10 0.65

Series P (0.02) -

Series PF 0.04 0.55

Series T (0.05) 0.37

Series FT 0.00 0.50

Series QF (0.05) -

Series QFT (0.05) -


39





$ $


Series A 25,087,250 30,342,006

Series F 17,556,971 24,768,631

Series I 134,993,568 114,744,591

Series P - -

Series PF 7,484,553 7,097,665

Series T 2,642,001 3,069,310

Series FT 594,668 697,104

Series QF - -

Series QFT - -

188,359,011 180,719,307


Series A (177,189) 1,209,446

Series F 19,970 1,037,653

Series I 2,063,572 7,751,877

Series P (2,158) -

Series PF 29,480 386,888

Series T (15,135) 123,734

Series FT 40 35,773

Series QF (3,309) -


1,908,342 10,545,371

Distributions to holders of redeemable units continued

From net investment income

Series A (527,549) (603,253)

Series F (819,594) (608,418)

Series I (8,764,122) (5,156,173)

Series P (3,192) -

Series PF (234,257) (236,017)

Series T (113,206) (157,200)

Series FT (41,681) (38,415)

Series QF (6,868) -


From capital gains

Series A - (141,584)

Series F - (99,142)

Series I - (761,402)

Series P - -

Series PF - (42,216)

Series T - (15,073)

Series FT - (3,390)

Series QF - -

Series QFT - -

From return of capital

Series A - -

Series F - -

Series I - -

Series P - -

Series PF - -

Series T - (13,529)

Series FT - (3,013)

Series QF - -

Series QFT - -

(10,531,334) (7,878,825)

40





$ $



Series A 13,380,579 4,236,514

Series F 25,163,018 3,602,827

Series I 212,911,958 55,040,876

Series P 996,428 -

Series PF 236,063 -

Series T 246,200 320,209

Series FT 831,242 458,204

Series QF 794,998 -


Reinvestments of distributions to holders of redeemable units

Series A 456,290 675,549

Series F 668,513 602,695

Series I 8,761,228 5,917,198

Series P 3,192 -

Series PF 234,257 278,233

Series T - -

Series FT - -

Series QF - -

Series QFT - -


Series A (13,475,486) (10,631,428)

Series F (6,223,381) (11,747,275)

Series I (31,705,335) (42,543,399)

Series P - -

Series PF (574,805) -

Series T (718,834) (685,450)

Series FT (96,226) (551,595)

Series QF (81,153) -


213,445,457 4,973,158


Series A (343,355) (5,254,756)

Series F 18,808,526 (7,211,660)

Series I 183,267,301 20,248,977

Series P 994,270 -

Series PF (309,262) 386,888

Series T (600,975) (427,309)

Series FT 693,375 (102,436)

Series QF 703,668 -


204,822,465 7,639,704


Series A 24,743,895 25,087,250

Series F 36,365,497 17,556,971

Series I 318,260,869 134,993,568

Series P 994,270 -

Series PF 7,175,291 7,484,553

Series T 2,041,026 2,642,001

Series FT 1,288,043 594,668

Series QF 703,668 -


393,181,476 188,359,011

41




2018 2017 Series A Series F Series I Series P Series PF Series T Series FT Series QF Series QFT Series A Series F Series I Series PF Series T Series FT

Units,

beginning of

year

2,353,177 1,618,701 12,338,209 - 716,988 313,960 64,397 - - 2,889,334 2,317,672 10,649,718 690,327 356,163 74,498

Subscriptions 1,268,722 2,342,376 19,643,883 99,643 22,960 30,060 92,341 79,568 166,761 397,282 332,131 5,020,963 - 37,336 48,769

Reinvested

distributions 43,345 62,489 811,792 321 22,727 - - - - 63,414 55,635 540,830 26,661 - -

Redemptions (1,278,496) (580,108) (2,932,623) - (55,811) (87,348) (10,691) (8,157) (2,781) (996,853) (1,086,737) (3,873,302) - (79,539) (58,870)

Units, end of

year 2,386,748 3,443,458 29,861,261 99,964 706,864 256,672 146,047 71,411 163,980 2,353,177 1,618,701 12,338,209 716,988 313,960 64,397


42





$ $



Adjustments for:

Foreign exchange (gains) losses on cash (11,211) 1,663

Net realized (gains) losses on sales of investments 900,579 (5,115,014)

Net realized losses on swap contracts - 138,068

Net realized (gains) losses on options contracts (1,561,444) 143,890

Change in unrealized depreciation in the value of investments 5,819,322 6,372,060

Change in unrealized (appreciation) depreciation on forward currency contracts 2,053,558 (1,501,577)

Change in unrealized (appreciation) depreciation on option contracts (100,922) 116,126



Net increase (decrease) in other assets and liabilities 1,088,790 (767,619)

Net cash provided by (used in) operating activities (184,241,316) 709,965


Distributions paid to holders of redeemable units, net of reinvested distributions (407,854) (405,150)



Net cash provided by (used in) financing activities 201,931,033 (1,560,997)

Foreign exchange gains (losses) on cash 11,211 (1,663)

Net decrease in cash 17,689,717 (851,032)




Interest received 9,927,462 8,012,594


Interest paid 67,291 29,383


43


Schedule of Investment Portfolio As at December 31, 2018 Maturity Date Average Cost Fair Value

$ $

PAR VALUE* SHORT TERM INVESTMENTS [5.36%]

10,000,000 Toronto-Dominion Bank, 0.00% Jan 4, 2019 9,985,800 9,985,800

1,800,000 Enbridge Pipelines Inc., 0.00% Jan 11, 2019 1,797,336 1,797,336

5,500,000 Union Gas Limited, 0.00% Jan 14, 2019 5,491,860 5,491,860

2,800,000 United States Treasury Bill, 0.00% Jan 15, 2019 3,757,446 3,814,886

Total Short Term Investments 21,032,442 21,089,882

BONDS AND CONVERTIBLE DEBENTURES [79.17%]

CORPORATE BONDS [67.26%] 4,000,000 Alimentation Couche-Tard Inc., 4.21% Aug 21, 2020 4,110,280 4,086,910

5,000,000 Apple Inc., 2.51% Aug 19, 2024 4,854,670 4,862,333

2,250,000 AT&T Inc., 4.00% Nov 25, 2025 2,244,060 2,243,379

3,000,000 Bank of America Corp., 3.30% Apr 24, 2024 2,996,960 2,982,126

6,000,000 Bank of Montreal, 3.32% Jun 1, 2026 6,045,720 6,019,560

2,000,000 Bank of Nova Scotia, 2.58% Mar 30, 2027 1,956,340 1,950,207

USD 1,500,000 Bank of Nova Scotia, 4.65% Dec 31, 2049 1,879,040 1,776,087

3,000,000 Bell Canada Inc., 3.54% Jun 12, 2020 3,052,020 3,032,601 3,500,000 Bell Canada Inc., 3.60% Sep 29, 2027 3,489,815 3,443,569

1,000,000 BMW Canada Inc., 2.57% Aug 6, 2021 999,700 992,398

3,000,000 Brookfield Asset Management Inc., 3.95% Apr 9, 2019 3,080,880 3,012,191

2,000,000 Brookfield Asset Management Inc., 5.30% Mar 1, 2021 2,122,200 2,086,183

2,000,000 Brookfield Infrastructure Finance ULC, 3.45% Mar 11, 2022 2,020,600 2,000,543

2,250,000 Brookfield Infrastructure Finance ULC, 3.32% Feb 22, 2024 2,221,875 2,199,948

2,500,000 Brookfield Infrastructure Finance ULC, 4.19% Sep 11, 2028 2,500,000 2,475,806 2,000,000 Brookfield Property Finance ULC, 4.12% Oct 19, 2021 2,000,000 2,019,089

2,500,000 Brookfield Property Finance ULC, 4.35% Jul 3, 2023 2,500,000 2,508,296

4,000,000 Brookfield Renewable Partners ULC, 4.79% Feb 7, 2022 4,232,440 4,151,425

1,500,000 Bruce Power LP, 3.97% Jun 23, 2026 1,543,185 1,527,137

4,000,000 Canadian Imperial Bank of Commerce, 3.00% Oct 28, 2024 4,002,680 4,006,723

1,500,000 Canadian Imperial Bank of Commerce, 3.45% Apr 4, 2028 1,499,520 1,483,371

2,000,000 Canadian National Railway Co., 3.20% Jul 31, 2028 1,990,840 2,016,646

6,162,000 Canadian Natural Resources Ltd., 2.60% Dec 3, 2019 6,178,403 6,148,687 4,000,000 Canadian Tire Corp Ltd., 2.65% Jul 6, 2020 4,000,860 3,994,061

3,000,000 Canadian Tire Corp Ltd., 3.17% Jul 6, 2023 2,993,400 2,969,018

1,000,000 Canadian Western Bank, 2.88% Mar 1, 2021 999,980 995,729

2,500,000 Canadian Western Bank, 2.79% Sep 13, 2021 2,477,475 2,473,682

3,000,000 Capital Power Corp., 4.28% Sep 18, 2024 3,000,000 2,972,880

3,000,000 Caterpillar Financial Services Ltd., 2.80% Jun 8, 2021 2,996,610 3,009,036

1,000,000 CCL Industries Inc., 3.86% Apr 13, 2028 1,000,000 1,002,241

1,500,000 Chartwell Retirement Residences, 3.79% Dec 11, 2023 1,500,000 1,501,429 1,000,000 Chartwell Retirement Residences, 4.21% Apr 28, 2025 1,000,000 1,011,803

3,500,000 Choice Properties Real Estate Investment Trust, 3.01% Mar 21, 2022 3,486,425 3,461,784

3,000,000 Choice Properties Real Estate Investment Trust, 3.56% Sep 9, 2024 3,000,000 2,955,555

3,000,000 CI Financial Corp., 3.52% Jul 20, 2023 3,000,000 2,985,057

1,500,000 Crombie Real Estate Investment Trust, 3.96% Jun 1, 2021 1,505,510 1,513,185

1,682,000 Crombie Real Estate Investment Trust, 4.07% Nov 21, 2022 1,680,525 1,683,105

1,000,000 Crombie Real Estate Investment Trust, 4.80% Jan 31, 2025 999,960 1,014,831 3,500,000 Daimler Canada Finance Inc., 3.30% Aug 16, 2022 3,501,296 3,515,208

5,000,000 Dollarama Inc., 3.55% Nov 6, 2023 4,976,850 4,992,550

5,000,000 Empire Life Insurance Co., 3.38% Dec 16, 2026 5,003,720 5,008,456

1,000,000 Enbridge Inc., 6.63% Apr 12, 2078 1,013,760 1,005,172

2,500,000 Fairfax Financial Holdings Ltd., 6.40% May 25, 2021 2,746,900 2,689,364

3,000,000 Fairfax Financial Holdings Ltd., 4.25% Dec 6, 2027 2,999,760 2,940,386

4,104,000 First National Financial Corp., 4.01% Apr 9, 2020 4,127,370 4,122,187

3,000,000 Ford Credit Canada Co., 2.93% Dec 1, 2020 3,000,000 2,954,924 2,800,000 Ford Credit Canada Co., 3.28% Jul 2, 2021 2,745,092 2,736,576

1,000,000 Ford Credit Canada Co., 3.74% May 8, 2023 1,000,000 955,803

3,000,000 Ford Credit Canada Ltd., 2.45% May 7, 2020 2,951,970 2,953,704

USD 1,000,000 Ford Motor Credit Co., LLC, 3.66% Aug 3, 2022 1,257,167 1,279,993

1,000,000 GE Capital Canada Funding Co., 5.68% Sep 10, 2019 1,005,000 1,012,713

4,900,000 GE Capital Canada Funding Co., 4.60% Jan 26, 2022 4,989,832 4,933,749

5,060,000 General Motors Financial of Canada Ltd., 3.00% Feb 26, 2021 5,047,957 5,004,313

3,079,000 Glacier Credit Card Trust, 3.30% Sep 20, 2022 2,982,135 3,023,670 1,500,000 Glacier Credit Card Trust, 4.14% Sep 20, 2023 1,500,000 1,513,395

2,400,000 HSBC Bank Canada, 3.25% Sep 15, 2023 2,400,000 2,409,240

3,000,000 HSBC Holdings PLC, 3.20% Dec 5, 2023 3,005,220 2,957,164

3,000,000 Keyera Corp., 3.93% Jun 21, 2028 3,000,000 2,954,690

2,500,000 Laurentian Bank of Canada, 2.80% Oct 22, 2019 2,505,430 2,502,689

2,500,000 Laurentian Bank of Canada, 3.00% Sep 12, 2022 2,495,600 2,450,296

2,000,000 Laurentian Bank of Canada, 3.45% Jun 27, 2023 1,999,280 1,979,164 3,000,000 Lloyds Banking Group PLC, 3.50% Feb 3, 2025 3,000,000 2,905,650

6,000,000 Manulife Financial Capital Trust II, 7.41% Dec 31, 2108 6,307,620 6,251,803

44


Schedule of Investment Portfolio continued

As at December 31, 2018 Maturity Date Average Cost Fair Value

$ $ PAR VALUE*

1,100,000 Manulife Financial Corp., 3.32% May 9, 2028 1,100,000 1,095,087

2,547,000 MCAP Commercial LP, 3.96% Mar 11, 2019 2,562,445 2,551,865

3,000,000 MCAP Commercial LP, 5.00% Dec 14, 2022 2,993,380 2,992,569 1,500,000 McDonald's Corp., 3.13% Mar 4, 2025 1,491,495 1,476,777

2,000,000 Metro Inc., 3.20% Dec 1, 2021 1,994,780 2,003,352

5,020,000 Metropolitan Life Global Funding I, 2.68% Apr 16, 2019 5,031,086 5,025,058

4,000,000 Molson Coors International LP, 2.75% Sep 18, 2020 3,984,400 3,983,083

2,000,000 Morguard Corp., 4.09% May 14, 2021 2,000,000 2,003,203

2,000,000 Morguard Corp., 4.33% Sep 15, 2022 2,000,000 2,005,740

5,000,000 National Bank of Canada, 3.18% Feb 1, 2028 4,973,860 4,885,056 5,000,000 Nissan Canada Financial Services Inc., 3.15% Sep 14, 2021 5,000,000 4,999,225

4,000,000 Rogers Communications Inc., 4.70% Sep 29, 2020 4,168,080 4,122,283

3,000,000 Royal Bank of Canada, 3.04% Jul 17, 2024 3,005,850 3,005,809

4,000,000 Royal Bank of Canada, 3.45% Sep 29, 2026 4,040,960 4,025,854

5,000,000 Shaw Communications Inc., 5.65% Oct 1, 2019 5,172,650 5,107,334

2,000,000 Shaw Communications Inc., 3.80% Nov 2, 2023 2,000,000 2,013,000

2,500,000 Shaw Communications Inc., 4.40% Nov 2, 2028 2,493,000 2,505,729

4,000,000 SNC-Lavalin Group Inc., 6.19% Jul 3, 2019 4,147,580 4,069,604 3,000,000 SNC-Lavalin Group Inc., 2.69% Nov 24, 2020 2,995,060 2,976,311

4,357,000 Sun Life Capital Trust II, 5.86% Dec 31, 2108 4,519,731 4,480,807

1,600,000 Toromont Industries Ltd., 3.84% Oct 27, 2027 1,600,000 1,608,390

4,000,000 Toronto-Dominion Bank, 2.98% Sep 30, 2025 3,996,400 3,999,836

USD 4,036,000 TransCanada PipeLines Ltd., 4.83% May 15, 2067 4,934,653 4,462,800

5,458,000 Transcontinental Inc., 3.90% May 13, 2019 5,503,993 5,478,547

2,000,000 VW Credit Canada Inc., 3.25% Mar 29, 2023 1,997,620 1,977,952

2,000,000 Wells Fargo & Co., 2.98% May 19, 2026 1,917,260 1,906,203 4,000,000 Wells Fargo Canada Corp., 3.04% Jan 29, 2021 4,019,740 4,018,652

266,367,955 264,401,596

HIGH YIELD BONDS [11.16%]

USD 1,000,000 Barclays PLC, 7.88% Dec 31, 2049 1,299,002 1,370,027

4,200,000 Cominar Real Estate Investment Trust, 4.23% Dec 4, 2019 4,264,300 4,225,159

USD 2,000,000 Credit Suisse Group AG, 7.13% Dec 31, 2049 2,633,105 2,699,106

2,500,000 Crew Energy Inc., 6.50% Mar 14, 2024 2,398,750 2,110,417

USD 1,000,000 Eldorado Gold Corp., 6.13% Dec 15, 2020 1,100,369 1,245,479

USD 2,558,000 Enbridge Energy Partners LP, 6.19% Oct 1, 2037 3,214,348 3,439,064

172,940 Estrella International Energy Services Ltd., 4.00%** Dec 31, 2018 125,999 172,940 7,000,000 Gibson Energy Inc., 5.38% Jul 15, 2022 7,097,500 7,005,833

USD 1,500,000 HudBay Minerals Inc., 7.63% Jan 15, 2025 1,999,493 2,011,533

1,000,000 Kruger Products LP, 6.00% Apr 24, 2025 1,000,000 961,267

4,000,000 Laurentian Bank of Canada, 4.25% Jun 22, 2027 4,002,860 3,978,750

USD 2,000,000 MEG Energy Corp., 6.38% Jan 30, 2023 2,578,806 2,589,913

USD 2,000,000 MEG Energy Corp., 7.00% Mar 31, 2024 2,586,796 2,620,624

3,000,000 Millar Western Forest Products Ltd., 9.50% Jun 20, 2023 3,000,000 2,992,500

1,000,000 Source Energy Services Canada LP / Source Energy Services, 10.50% Dec 15, 2021 1,057,500 1,052,500 USD 1,000,000 Telesat Canada / Telesat LLC, 8.88% Nov 15, 2024 1,411,717 1,422,917

USD 2,000,000 Vermilion Energy Inc., 5.63% Mar 15, 2025 2,679,098 2,572,852

1,500,000 Vesta Energy Corp., 8.13% Jul 24, 2023 1,500,000 1,414,688

43,949,643 43,885,569

CONVERTIBLE BONDS [0.75%]

3,066,000 Element Fleet Management Corp., 4.25% Jun 30, 2020 3,029,515 2,953,325

3,029,515 2,953,325

Total Bonds, Convertible Debentures and Loans 313,347,113 311,240,490

ASSET-BACKED SECURITIES [2.91%]

3,000,000 Ford Auto Securitization Trust, 2.53% Aug 15, 2022 3,000,000 2,993,781

2,000,000 Ford Auto Securitization Trust, 2.84% Jan 15, 2024 2,000,000 1,992,840

2,821,000 MCAP RMBS Issuer Corp Mortgage Pass-Through Certificates, 2.75% May 15, 2023 2,709,603 2,730,194

2,000,000 Real Estate Asset Liquidity Trust, 2.87% Nov 12, 2052 1,820,342 1,807,704

2,000,000 Real Estate Asset Liquidity Trust, 3.07% Aug 12, 2053 1,917,605 1,910,154

Total Asset-Backed Securities 11,447,550 11,434,673

45


Schedule of Investment Portfolio continued As at December 31, 2018 Expiry Date Average Cost Fair Value

$ $

SHARES EQUITIES AND WARRANTS [2.61%]

FINANCIALS [1.86%]

65,200 Bank of Montreal, Preferred shares, 4.00% 1,558,932 1,285,744 25,000 Brookfield Asset Management Inc, Preferred shares, 4.20% 602,000 520,250

60,000 Canadian Imperial Bank of Commerce, Preferred shares, 3.90% 1,416,000 1,137,000

39,800 Intact Financial Corp., Preferred shares, 3.40% 811,524 671,824

60,000 Manulife Financial Corp., Preferred shares, 3.80% 1,362,000 1,090,200

53,500 National Bank of Canada, Preferred shares, 3.90% 1,235,708 992,960

60,000 Royal Bank of Canada, Preferred shares, 3.90% 1,413,600 1,180,200

22,500 Toronto-Dominion Bank, Preferred shares, 3.90% 528,975 433,125

8,928,739 7,311,303

REAL ESTATE [0.25%]

50,000 Brookfield Office Properties Inc., Preferred shares, 4.60% 1,205,500 1,000,000

1,205,500 1,000,000

ENERGY [0.25%]

60,000 Enbridge Inc., Preferred shares, 4.00% 1,139,400 953,400 2,400 TransCanada Corp., Preferred shares, 4.00% 56,880 44,160

1,196,280 997,560

COMMUNICATION SERVICES [0.25%] 55,000 BCE Inc., Preferred shares, 3.61% 1,100,200 960,300

450 Xplornet Communications Inc., Warrants** Sep 30, 2020 - -

1,100,200 960,300


UNITS FUNDS [1.37%] 35,000 iShares iBoxx $ Investment Grade Corporate Bond ETF 5,187,462 5,389,611

Total Funds 5,187,462 5,389,611

Transaction Costs (note 3) (460) -


Total unrealized depreciation on forward currency contracts [-0.26%] (Schedule 1) (1,026,054)

Options purchased [0.04%] (Schedule 2) 162,422

Options written [-0.04%] (Schedule 2) (152,869)



* All par values are in Canadian Dollars unless otherwise noted.

** Private Company.


46




Settlement Contract Cost Forward Value

Unrealized

Depreciation

Bought ($) Sold ($) Date $(CAD) $(CAD) $(CAD)

2,274,690 Canadian Dollar (1,500,000) Euro 4-Jan-19 (2,274,690) (2,345,980) (71,290)



Total (1,026,054)

Option Contracts (Schedule 2)


Options Purchased

Premium

Paid

$(CAD)

Fair

Value

$(CAD)

Number of

Contracts

Expiration

Date

Strike

Price ($) Option Details

Option

Type

iShares iBoxx $ Investment Grade Corporate Bond ETF Put 350 17-Jan-20 112.00 USD 145,702 162,422

145,702 162,422

Options Written

Premium

Received

$(CAD)

Fair

Value

$(CAD)

Number of

Contracts

Expiration

Date

Strike

Price ($) Option Details

Option

Type

iShares iBoxx $ Investment Grade Corporate Bond ETF Call (350) 17-Jan-20 114.00 USD (61,148) (87,183)

iShares iBoxx $ Investment Grade Corporate Bond ETF Put (350) 17-Jan-20 105.00 USD (58,759) (65,686)

(119,907) (152,869)



47


Investment Objective The Fund’s investment objective is to maximize total return and provide income by investing primarily in debt and debt-like securities of

corporate and government issuers from around the world.


Fund are discussed here. General information on risks and risk management is described in Note 6.


As at December 31, 2018 and 2017, the Fund did not have a significant exposure to other price risk.

b) Currency Risk

The tables below summarize the Fund’s exposure to currency risk at December 31, 2018 and 2017. The tables also illustrate the potential



December 31, 2018

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units



of redeemable units $ $ $ % $

U.S. Dollar 37,296,892 (38,394,637) (1,097,745) (0.28) (10,977)

Euro 2,474,473 (2,345,444) 129,029 0.03 1,290

39,771,365 (40,740,081) (968,716) (0.25) (9,687)

December 31, 2017

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 46,078,741 (44,675,683) 1,403,058 0.74 14,031

Pound Sterling 1,842,929 (1,272,456) 570,473 0.30 5,705

Euro 2,415,326 (2,261,683) 153,643 0.08 1,536

50,336,996 (48,209,822) 2,127,174 1.12 21,272


The table below summarizes the Fund’s exposure to interest rate risk, categorized by earlier of contractual re-pricing or maturity dates as at

December 31, 2018 and 2017. The table also illustrates the potential impact to the Fund’s Net Assets attributable to holders of redeemable

units, had interest rates increased or decreased by 1% with all other variables remaining constant. In practice, the actual results may differ from

this sensitivity analysis and the difference could be material. The Fund’s short-term assets and liabilities are not subject to a significant amount

of risk due to fluctuations in the prevailing level of market interest rates.

Total Exposure

Term to Maturity December 31, 2018 December 31, 2017 $ $

Less than 1 year 60,396,672 53,559,315

1-5 years 154,008,413 44,484,933

>5 years 129,359,960 61,901,342

Total 343,765,045 159,945,590

Impact on Net Assets attributable to holders of redeemable units ($) 8,147,232 2,927,004

Impact on Net Assets attributable to holders of redeemable units (%) 2.07 1.55



48

Credit Risk The Fund invests in debt instruments, which have a credit rating as rated primarily by Dominion Bond Rating Services, Standard & Poor’s or

Moody’s. The Fund generally invests in fixed income securities issued or generated by the Canadian government or its agencies, other

Canadian issuers, foreign governments or their agencies, other foreign issuers, and supranational organizations. Ratings for securities that

subject the Fund to credit risk as at December 31, 2018 and 2017, as a percentage of Net Assets attributable to holders of redeemable units, are

summarized as below.

December 31, 2018 December 31, 2017 December 31, 2016

% %

AAA/Aaa 6.42 24.46

AA/Aa 4.98 –

A/A 18.39 2.16 –

BBB/Baa 45.74 27.20 9.20

BB/Ba 7.65 13.76 23.26

B 3.46 16.00 28.97

CCC – 1.32 6.96

Not Rated 0.80 2.40 2.44

Total 87.44 87.30 89.96

As at December 31, 2018 and 2017, the Fund is also exposed to credit risk from over-the-counter derivative contracts with counterparties. The

credit risk is considered minimal as these counterparties have a minimum credit rating of AA- by S&P or equivalent.


December 31, 2018 and 2017.


Bonds and Convertible Debentures – Long:

Corporate Bonds 67.26 31.00 High Yield Bonds 11.16 31.27 Convertible Bonds 0.75 0.57

Asset-Backed Securities 2.91 1.05 Bonds and Convertible Debentures – Short:

Government Bonds – (2.39) Short-Term Investments 5.36 23.41 Equities and Warrants:

Financials 1.86 5.49 Other 0.75 –

Funds 1.37 –

Unrealized appreciation on forward currency contracts – 0.55 Unrealized depreciation on forward currency contracts (0.26) – Options purchased 0.04 0.57 Options written (0.04) (0.64) Cash and Other Assets Less Liabilities 8.84 9.12 Total Net Assets attributable to holders of redeemable units 100.00 100.00



49

The Fund’s investment portfolio is concentrated in the following geographic segments as at December 31, 2018 and 2017:


Canada 68.28 69.81

United States 17.03 11.79 United Kingdom 2.45 2.90 Germany 1.65 – Japan 1.27 – Switzerland 0.69 1.47 Other 0.05 3.08 France – 1.35 Unrealized appreciation on forward currency contracts – 0.55 Unrealized depreciation on forward currency contracts (0.26) – Options purchased 0.04 0.57 Options written (0.04) (0.64) Cash and Other Assets Less Liabilities 8.84 9.12 Total Net Assets attributable to holders of redeemable units 100.00 100.00




December 31, 2018


Bonds and Convertible Debentures – Long – 331,067,550 172,940 331,240,490

Equities 15,658,774 – – 15,658,774

Warrants – – – – Short-Term Investments – 21,089,882 – 21,089,882

Asset-Backed Securities – 11,434,673 – 11,434,673

Forward Currency Contracts – (1,026,054) – (1,026,054)

Options Purchased 162,422 – – 162,422

Options Written (152,869) – – (152,869)

15,668,327 362,566,051 172,940 378,407,318

December 31, 2017


Bonds and Convertible Debentures – Long – 118,336,822 43,819 118,380,641

Equities – Long 10,336,585 – – 10,336,585

Bonds and Convertible Debentures – Short – (4,511,141) – (4,511,141)

Short-Term Investments – 44,099,908 – 44,099,908

Asset-Backed Securities – 1,976,182 – 1,976,182

Forward Currency Contracts – 1,027,504 – 1,027,504

Options Purchased 1,072,122 – – 1,072,122

Options Written (1,201,720) – – (1,201,720)

10,206,987 160,929,275 43,819 171,180,081

During the year ended December 31, 2018 and 2017, there were no significant transfers between levels other than the transfers indicated below.



50



December 31, 2018

December 31, 2017

Bonds and Convertible

Debentures Warrants

Bonds and Convertible

Debentures Warrants

$ $ $ $

Balance at beginning of year 43,819 - 131,458 -

Sales (6,924) - – -

Realized gains (losses) (26,705) - – -

Change in unrealized appreciation (depreciation) in the value of

investments 162,750 - (87,639) -

Balance at end of year 172,940 - 43,819 -

Change in unrealized appreciation (depreciation) during the year for

investments held at end of year 138,353 - (87,458) -

The Fund’s Level 3 securities consist of private warrant positions and private bond and convertible debenture positions. The Manager

determines the fair value by utilizing a variety of valuation techniques such as the use of comparable recent transactions, discounted cash flows

and other techniques used by market participants. As at December 31, 2018 and 2017, these positions were not significant to the Fund and any

changes in reasonable possible assumptions used in their valuation would not have a significant impact to the Net Assets attributable to holders

of redeemable units of the Fund.


As at December 31, 2018, restricted cash and investments held for the Fund totaled $5,438,340 (December 31, 2017 - $2,256,708).



Series A Series D Series F Series I* Series T Series FT Series P Series PT Series PF Series PFT Series Q Series QT Series QF Series QFT

Up to

1.65%

Up to

1.20%

Up to

0.75%

Negotiated

by the

Unitholder

Up to

1.65%

Up to

0.75%

Up to

1.55%

Up to

1.55%

Up to

0.65%

Up to

0.65%

Up to

1.45%

Up to

1.45%

Up to

0.55%

Up to 0.55%


Securities Lending (note 3) As at December 31, 2018 and 2017, the market values of securities loaned and related collateral amounts were as follows:


$ $

Securities loaned 20,433,585 – Collateral 20,842,264 –

Collateral as a percentage of securities loaned 102% –%

For the year ended December 31, 2018 and 2017, securities lending income was $nil. For the period ended December 31, 2018 and 2017,

securities lending charges represent nil% of the gross securities lending income.




Non-capital losses

year of expiry $ $

227,984 – –



51

Sharing Arrangements (note 13) During the year ended December 31, 2018, the Fund paid $nil out of the total transaction costs incurred to certain brokers for research provided

to the portfolio manager (December 31, 2017 - $15,444).


52

Ninepoint Short-Term Bond Fund (formerly, Sprott Short-Term Bond Fund)




$ $

Assets

Current assets


Cash 2,822,823 -

Interest receivable 37,564 114,568

Prepaid expenses - 532

Total assets 12,136,222 14,117,798

Liabilities

Current liabilities

Bank indebtedness - 152,356

Redemptions payable - 36,244

Accrued expenses 3,820 -




Series A 2,876,468 3,538,898

Series F 3,054,339 3,949,010

Series I 5,983,337 6,340,751

Series I1 218,258 100,539


Series A 9.72 9.75

Series F 9.71 9.74

Series I 9.79 9.82

Series I1 10.02 10.05





DIRECTOR DIRECTOR

53





$ $

Income



Dividends (note 3) - 6,964

Net realized losses on sales of investments (42,907) (116,104)

Change in unrealized appreciation (depreciation) in the value of investments 15,460 (32,336)


Total income 333,960 247,686






Legal fees 13,200 8,196

Audit fees 11,313 12,481



Custodial fees 897 1,696

Total expenses 147,412 153,857

Expenses waived/absorbed by the Manager (note 12) - (68,644)

Net expenses 147,412 85,213

Increase in Net Assets attributable to holders of redeemable units from operations 186,548 162,473


Series A 34,969 12,377

Series F 44,759 24,879

Series I 104,662 125,030

Series I1 2,158 187


Series A 322,606 432,594

Series F 328,313 612,288

Series I 556,825 793,716

Series I1 17,673 10,909


Series A 0.11 0.03

Series F 0.14 0.04

Series I 0.19 0.16

Series I1 0.12 0.02


54





$ $


Series A 3,538,898 4,600,445

Series F 3,949,010 6,023,145

Series I 6,340,751 9,801,582

Series I1 100,539 -

13,929,198 20,425,172


Series A 34,969 12,377

Series F 44,759 24,879

Series I 104,662 125,030

Series I1 2,158 187

186,548 162,473

Distributions to holders of redeemable units


Series A (46,236) (54,135)

Series F (52,682) (92,374)

Series I (119,841) (165,263)

Series I1 (3,439) (248)

(222,198) (312,020)



Series A 1,596,543 3,020,804

Series F 26,921 3,893,530

Series I 1,621,184 7,055,206

Series I1 179,000 100,600


Series A 46,236 54,135

Series F 52,682 92,374

Series I 119,841 165,263

Series I1 - -


Series A (2,293,942) (4,094,728)

Series F (966,351) (5,992,544)

Series I (2,083,260) (10,641,067)

Series I1 (60,000) -

(1,761,146) (6,346,427)


Series A (662,430) (1,061,547)

Series F (894,671) (2,074,135)

Series I (357,414) (3,460,831)

Series I1 117,719 100,539

(1,796,796) (6,495,974)


Series A 2,876,468 3,538,898

Series F 3,054,339 3,949,010

Series I 5,983,337 6,340,751

Series I1 218,258 100,539

12,132,402 13,929,198

55




2018 2017 Series A Series F Series I Series I1 Series A Series F Series I Series I1

Units, beginning of year 362,881 405,253 645,600 10,000 467,300 611,968 987,781 -

Subscriptions 163,334 2,753 165,066 17,760 306,287 395,793 711,651 10,000

Reinvested distributions 4,785 5,403 12,194 - 5,515 9,412 16,725 -

Redemptions (234,927) (98,711) (211,427) (5,973) (416,221) (611,920) (1,070,557) -

Units, end of year 296,073 314,698 611,433 21,787 362,881 405,253 645,600 10,000


56





$ $


Increase in Net Assets attributable to holders of redeemable units from operations 186,548 162,473

Adjustments for:

Net realized losses on sales of investments 42,907 116,104

Change in unrealized (appreciation) depreciation in the value of investments (15,460) 32,336



Net increase in other assets and liabilities 81,356 4,369



Distributions paid to holders of redeemable units, net of reinvested distributions (3,439) (248)




Net increase (decrease) in cash 2,975,179 (597,060)

Cash (Bank indebtedness) at beginning of year (152,356) 444,704

Cash (Bank indebtedness) at end of year 2,822,823 (152,356)



Dividends received, net of withholding taxes - 6,964


57



$ $

PAR VALUE BONDS AND CONVERTIBLE DEBENTURES [76.46%]

CORPORATE BONDS [75.64%]

500,000 Brookfield Asset Management Inc., 3.95% Apr 9, 2019 503,885 502,032

900,000 Bruce Power LP, 2.84% Jun 23, 2021 900,000 896,749

400,000 Canadian Imperial Bank of Commerce, 2.35% Jun 24, 2019 399,644 400,273

500,000 Canadian Natural Resources Ltd., 2.05% Jun 1, 2020 499,885 493,165 500,000 Canadian Western Bank, 2.38% Jan 23, 2020 500,000 497,860

1,000,000 Central 1 Credit Union, 2.56% Feb 5, 2021 1,000,000 995,479

150,000 Finning International Inc., 2.84% Sep 29, 2021 150,000 149,568

500,000 Ford Credit Canada Ltd., 3.14% Jun 14, 2019 500,000 500,629

250,000 Ford Credit Canada Ltd., 2.45% May 7, 2020 250,000 246,142

500,000 HSBC Bank Canada, 2.49% May 13, 2019 500,000 500,364

500,000 Laurentian Bank of Canada, 2.80% Oct 22, 2019 500,990 500,538 1,000,000 Manulife Bank of Canada, 2.53% Jan 27, 2020 1,000,000 1,000,320

500,000 RioCan Real Estate Investment Trust, 2.19% Aug 26, 2020 500,000 493,792

500,000 Rogers Communications Inc., 2.80% Mar 13, 2019 501,190 500,478

500,000 Toyota Credit Canada Inc., 2.25% May 23, 2019 499,105 500,069

1,000,000 VW Credit Canada Inc, 2.81% Mar 30, 2020 1,000,000 998,665

9,204,699 9,176,123

GOVERNMENT BONDS [0.82%]

100,000 Canadian Government Bond, 0.75% May 1, 2019 99,438 99,712

99,438 99,712

Total Bonds and Convertible Debentures 9,304,137 9,275,835







58


Investment Objective The Fund’s objective is to provide regular income while preserving capital and maintaining liquidity. The Fund invests primarily in short-term

debt securities issued by Canadian federal, provincial and municipal governments as well as corporate issuers.


Fund are discussed here. General information on risks and risk management is described in Note 6.


As at December 31, 2018 and 2017, the Fund did not have a significant exposure to other price risk.

b) Currency Risk

As at December 31, 2018 and 2017 the Fund did not have a significant exposure to currency risk.


The table below summarizes the Fund’s exposure to interest rate risk, categorized by the earlier of contractual re-pricing or maturity dates as at





Total Exposure

Term to Maturity December 31, 2018 December 31, 2017 $ $

Less than 1 year 3,504,095 2,352,554

1-5 years 5,771,740 9,318,359

>5 years – 1,575,785

Total 9,275,835 13,246,698

Impact on Net Assets attributable to holders of redeemable units ($) 50,090 239,765

Impact on Net Assets attributable to holders of redeemable units (%) 0.41 1.72


Moody’s. The Fund will generally invest in high-quality fixed income securities issued or generated by the Canadian government or its

agencies, other Canadian issuers, foreign governments or their agencies, other foreign issuers, and supranational organizations. Ratings for

securities that subject the Fund to credit risk as at December 31, 2018 and 2017, as a percentage of Net Assets attributable to holders of

redeemable units, are summarized in the table below.

Rating December 31, 2018 December 31, 2017 % %

AAA/Aaa 0.82 0.71

AA/Aa 8.25 17.12

A/A 27.99 36.43

BBB/Baa 39.40 46.27

Total 76.46 100.53



59


December 31, 2018 and 2017.


Bonds and Convertible Debentures:

Corporate Bonds 75.64 94.39

Government Bonds 0.82 0.71

Equities

Financials – 5.43

Cash and Other Assets Less Liabilities 23.54 (0.53)





December 31, 2018


Bonds and Convertible Debentures – 9,275,835 – 9,275,835

– 9,275,835 – 9,275,835

December 31, 2017



Equities 756,000 – – 756,000

756,000 13,246,698 – 14,002,698




Series A Series F Series I* Series I1*


Unitholder

Negotiated by the

Unitholder





Non-capital losses

year of expiry $ $

392,822 – –


60

Ninepoint Silver Bullion Fund (formerly, Sprott Silver Bullion Fund)




$ $

Assets

Current assets


Cash - 9,498

Due from broker 311,651 -


Total assets 43,698,239 65,590,808

Liabilities

Current liabilities

Bank indebtedness 62,336 -






Series A 34,821,613 54,536,359

Series F 8,686,759 10,860,885


Series A 4.73 4.88

Series F 4.91 5.04

Series A $US 3.47 3.88

Series F $US 3.60 4.01





DIRECTOR DIRECTOR

61





$ $

Income


Interest income for distribution purposes (note 3) - 432

Net realized losses on sales of investments (8,395,987) (4,818,103)

Change in unrealized appreciation in the value of investments 7,671,632 4,189,166

Net realized gains (losses) on foreign exchange 118,867 (57,972)


Total loss (593,027) (686,466)


Management fees 649,165 1,031,652




Legal fees 29,074 22,897


Audit fees 15,804 16,508



Total expenses 1,079,868 1,534,277



Series A (1,475,984) (1,616,499)

Series F (196,911) (604,244)


Series A 8,294,270 11,384,207

Series F 1,994,040 3,738,456


Series A (0.18) (0.14)

Series F (0.10) (0.16)


62





$ $


Series A 54,536,359 56,132,374

Series F 10,860,885 18,797,960

65,397,244 74,930,334


Series A (1,475,984) (1,616,499)

Series F (196,911) (604,244)

(1,672,895) (2,220,743)



Series A 2,535,414 12,065,605

Series F 2,437,593 3,260,543


Series A (20,774,176) (12,045,121)

Series F (4,414,808) (10,593,374)

(20,215,977) (7,312,347)

Net decrease in Net Assets attributable to holders of redeemable units

Series A (19,714,746) (1,596,015)

Series F (2,174,126) (7,937,075)

(21,888,872) (9,533,090)


Series A 34,821,613 54,536,359

Series F 8,686,759 10,860,885

43,508,372 65,397,244

63




2018 2017

Series A Series F Series A Series F

Units, beginning of year 11,179,045 2,156,708 11,190,425 3,647,921

Subscriptions 549,328 517,528 2,315,995 615,216

Redemptions (4,371,229) (904,878) (2,327,375) (2,106,429)

Units, end of year 7,357,144 1,769,358 11,179,045 2,156,708


64





$



Adjustments for:

Foreign exchange (gains) losses on cash 16 (219)

Net realized losses on sales of investments 8,395,987 4,818,103

Change in unrealized appreciation in the value of investments (7,671,632) (4,189,166)

Purchases of investments - (5,323,703)








Foreign exchange gains (losses) on cash (16) 219

Net decrease in cash (71,818) (1,294,277)

Cash at beginning of year 9,498 1,303,556

Cash (Bank indebtedness) at end of year (62,336) 9,498


Interest received - 432


65


Schedule of Investment Portfolio

As at December 31, 2018 Average Cost Fair Value $ $


2,051,052 Silver Bullion 59,541,448 43,384,379


Cash and Other Assets Less Liabilities [0.28%] 123,993





66


Investment Objective The investment objective of the Fund is to seek to provide a secure, convenient alternative for investors seeking to hold silver. The Fund will

invest primarily in unencumbered, fully allocated silver bullion and silver certificates. The Fund may also invest a portion of its assets in cash,

money market instruments and/or treasury bills. The Fund will only purchase and expects only to own “Good Delivery Bars” as defined by the

London Bullion Market Association (“LBMA”), with each bar purchased being verified against the LBMA source.

The Schedule of Investment Portfolio presents the investments held by the Fund as at December 31, 2018. Significant risks that are relevant to



If the price of silver bullion were to fluctuate by 10%, with all other variables held constant, the Fund’s Net Assets attributable to holders of

redeemable units would increase or decrease by the amounts shown in the table below.


Impact



of redeemable units

Impact




4,338,438 9.97 6,553,088 10.02

b) Currency Risk




December 31, 2018

Currency Fair Value

% of Net Assets


of redeemable units




U.S. Dollar 43,379,419 99.70 433,794

December 31, 2017

Currency Fair Value

% of Net Assets


of redeemable units




U.S. Dollar 65,513,953 100.18 655,140



Credit Risk As at December 31, 2018 and 2017, the Fund did not have a significant exposure to credit risk.



67




Silver Bullion 99.72 100.20






December 31, 2018


Silver Bullion 43,384,379 – – 43,696,030

December 31, 2017


Silver Bullion 65,530,882 – – 65,530,882




Series A Series F Series I*


Unitholder





Non-capital losses

year of expiry $ $

47,884,866 – –


68

Ninepoint Enhanced Balanced Fund (formerly, Sprott Enhanced Balanced Fund)




$ $

Assets

Current assets


Cash (note 10) 646,770 7,445,135


Options purchased (note 3, 5) 299,626 106,414

Broker margin (note 10) 409,473 573,933




Total assets 43,808,392 73,435,801

Liabilities

Current liabilities


Options written (note 3, 5) 28,915 26,334

Due to broker - 4,450,322



Total liabilities 573,745 4,579,734



Series A 26,533,975 44,079,307

Series A1 3,790,171 7,867,748

Series F 10,048,955 12,111,803

Series F1 514,797 616,967

Series T 1,401,806 2,614,833

Series FT 940,350 1,560,380

Series I 4,593 5,029


Series A 10.64 12.51

Series A1 10.72 12.59

Series F 11.43 13.31

Series F1 11.52 13.40

Series T 7.21 8.98

Series FT 7.92 9.75

Series I 10.16 11.72





DIRECTOR DIRECTOR

69


Statements of Comprehensive Income (Loss) (in Canadian Dollars, except unit amounts)

For the years ended December 31 2018 2017 $ $

Income



Distribution income (note 3) 949,084 1,501,101

Dividends (note 3) 639,261 799,785


Net realized gains (losses) on forward currency contracts (290,783) 832,308

Net realized gains on option contracts 481,541 1,301,599

Change in unrealized appreciation (depreciation) in the value of investments (7,349,317) 141,521

Change in unrealized appreciation (depreciation) on forward currency contracts (564,834) 428,657

Change in unrealized depreciation on option contracts (35,648) (202,111)

Net realized gains (losses) on foreign exchange 69,450 (732,202)


Total income (loss) (4,076,380) 5,566,614






Audit fees 25,389 26,429



Legal fees 19,589 8,069




Total expenses 1,421,946 1,833,093



Series A (3,510,753) 2,289,414

Series A1 (510,724) 412,161

Series F (1,117,761) 746,509

Series F1 (54,105) 36,348

Series T (188,570) 148,711

Series FT (115,977) 100,044

Series I (436) 334


Series A 2,979,106 4,288,555

Series A1 446,188 737,214

Series F 894,684 1,025,077

Series F1 43,226 47,334

Series T 233,944 413,245

Series FT 137,935 186,300

Series I 429 429


Series A (1.18) 0.53

Series A1 (1.14) 0.56

Series F (1.25) 0.73

Series F1 (1.25) 0.77

Series T (0.81) 0.36

Series FT (0.84) 0.54

Series I (1.02) 0.78


70


Statements of Changes in Net Assets Attributable to Holders of Redeemable Units (in Canadian Dollars, except unit amounts)


$ $


Series A 44,079,307 60,744,702

Series A1 7,867,748 10,578,756

Series F 12,111,803 15,768,622

Series F1 616,967 729,204

Series T 2,614,833 4,798,397

Series FT 1,560,380 1,901,263

Series I 5,029 4,695

68,856,067 94,525,639


Series A (3,510,753) 2,289,414

Series A1 (510,724) 412,161

Series F (1,117,761) 746,509

Series F1 (54,105) 36,348

Series T (188,570) 148,711

Series FT (115,977) 100,044

Series I (436) 334

(5,498,326) 3,733,521



Series A (2,363) -

Series A1 (834) -

Series F (13,251) -

Series F1 (704) -

Series T (115,588) (208,069)

Series FT (73,600) (102,360)

Series I (10) -


Series A - -

Series A1 - -

Series F - -

Series F1 - -

Series T - (12,645)

Series FT - (6,221)

Series I - -

From capital gains

Series A (1,299,358) -

Series A1 (185,722) -

Series F (493,890) -

Series F1 (25,338) -

Series T (71,989) -

Series FT (48,687) -

Series I (225) -

(2,331,559) (329,295)

71





$ $ $

Redeemable unit transactions (note 8) continued


Series A 1,814,364 5,983,587

Series A1 1,764 3,064

Series F 2,189,205 3,094,204

Series F1 - -

Series T 36,353 112,793

Series FT 99,157 571,494

Series I - -


Series A 1,273,897 -

Series A1 178,353 -

Series F 454,656 -

Series F1 22,580 -

Series T 1,680 508

Series FT - -

Series I 235 -


Series A (15,821,119) (24,938,396)

Series A1 (3,560,414) (3,126,233)

Series F (3,081,807) (7,497,532)

Series F1 (44,603) (148,585)

Series T (874,913) (2,224,862)

Series FT (480,923) (903,840)

Series I - -

(17,791,535) (29,073,798)


Series A (17,545,332) (16,665,395)

Series A1 (4,077,577) (2,711,008)

Series F (2,062,848) (3,656,819)

Series F1 (102,170) (112,237)

Series T (1,213,027) (2,183,564)

Series FT (620,030) (340,883)

Series I (436) 334

(25,621,420) (25,669,572)


Series A 26,533,975 44,079,307

Series A1 3,790,171 7,867,748

Series F 10,048,955 12,111,803

Series F1 514,797 616,967

Series T 1,401,806 2,614,833

Series FT 940,350 1,560,380

Series I 4,593 5,029

43,234,647 68,856,067

72




2018 2017 Series A Series A1 Series F Series F1 Series T Series FT Series I Series A Series A1 Series F Series F1 Series T Series FT Series I

Units, beginning of

year 3,522,467 624,925 910,242 46,044 291,133 160,063 429 5,090,645 882,046 1,256,817 57,781 527,277 194,722 429

Subscriptions 146,589 143 165,879 - 3,967 10,415 - 494,985 253 242,334 - 12,532 58,750 -

Reinvested

distributions 119,722 16,645 39,776 1,960 231 - 23 - - - - 57 - -

Redemptions (1,295,102) (287,980) (236,763) (3,330) (100,915) (51,707) - (2,063,163) (257,374) (588,909) (11,737) (248,733) (93,409) -

Units, end of year 2,493,676 353,733 879,134 44,674 194,416 118,771 452 3,522,467 624,925 910,242 46,044 291,133 160,063 429


73





$ $



Adjustments for:

Foreign exchange (gains) losses on cash (23,372) 123,152

Distribution income (949,084) (1,501,101)

Net realized gains on sales of investments (2,007,290) (1,385,149)

Net realized gains on options contracts (481,541) (1,301,599)

Change in unrealized (appreciation) depreciation in the value of investments 7,349,317 (141,521)

Change in unrealized (appreciation) depreciation on forward currency contracts 564,834 (428,657)

Change in unrealized depreciation on option contracts 35,648 202,111



Net increase (decrease) in other assets and liabilities 171,070 2,652,591







Foreign exchange gains (losses) on cash 23,372 (123,152)

Net decrease in cash (6,821,737) (5,916,411)


Cash at end of year 646,770 7,445,135





74


Schedule of Investment Portfolio As at December 31, 2018 Expiry Date Average Cost Fair Value

$ $

SHARES EQUITIES AND WARRANTS [37.45%] FINANCIALS [13.17%]

36,850 Bank of America Corp. 1,200,738 1,239,315

13,384 Canadian Imperial Bank of Commerce 1,496,955 1,360,885

12,983 Citigroup Inc. 1,194,694 922,535

12,100 Intercontinental Exchange, Inc. 724,001 1,244,104 47,704 Manulife Financial Corp. 1,047,354 924,026

5,663,742 5,690,865

ENERGY [7.16%] 40,377 Baytex Energy Corp. 131,677 97,309

124,800 Gran Tierra Energy Inc. 581,172 371,904

26,065 Inter Pipeline Ltd. 678,242 504,097

55,994 Parex Resources Inc. 924,534 915,502

142,570 Precision Drilling Corp. 578,909 337,891

22,750 Suncor Energy Inc. 830,627 867,458

3,725,161 3,094,161

HEALTH CARE [3.69%]

702 Anthem Inc. 253,754 251,643

76,000 Cansortium Inc.* 348,871 363,066 2,889 UnitedHealth Group Inc. 593,252 982,335

1,195,877 1,597,044

INFORMATION TECHNOLOGY [3.52%] 653 Adobe Inc. 199,265 201,644

7,321 CGI Group Inc. 324,776 611,304

3,683 Microsoft Corp. 458,672 510,588

1,101 Visa Inc. 196,558 198,275

1,179,271 1,521,811

UTILITIES [3.15%]

28,900 Brookfield Infrastructure Partners L.P. 1,111,222 1,362,635

1,111,222 1,362,635

REAL ESTATE [2.45%]

48,146 Brookfield Property Partners L.P. 1,401,265 1,060,175

1,401,265 1,060,175

INDUSTRIALS [1.95%]

1,500 Canadian Pacific Railway Ltd. 380,463 363,360

5,648 CSX Corp. 453,470 478,960

833,933 842,320

CONSUMER DISCRETIONARY [1.75%]

2,310 Alibaba Group Holding Ltd. 434,160 432,172

35,510 Real Matters Inc. 430,882 117,183

65,200 Roots Corp. 779,038 205,380

1,644,080 754,735

CONSUMER STAPLES [0.59%]

4,200 Loblaw Companies Ltd. 232,179 256,662

232,179 256,662

MATERIALS [0.02%]

160,000 Sherritt International Corp., Warrants Jan 25, 2021 - 9,600

- 9,600

COMMUNICATION SERVICES [0.00%] 6,650 Trilogy International Partners Inc., Warrants Feb 7, 2022 51 67

51 67


75


Schedule of Investment Portfolio continued As at December 31, 2018 Average Cost Fair Value

$ $ UNITS FUNDS [60.60%]

2,257 Invesco QQQ Trust Series 1 511,564 475,213

2,200 iShares North American Tech-Software ETF 519,352 520,895

2,365,003 Ninepoint Diversified Bond Fund, Series I 25,236,329 25,206,205

Total Funds 26,267,245 26,202,313




Options purchased [0.69%] (Schedule 2) 299,626

Options written [-0.07%] (Schedule 2) (28,915)



* Private Company.


76




Settlement Contract Cost

Forward

Value

Unrealized

Depreciation



2,730,000 U.S. Dollar (3,727,556) Canadian Dollar 11-Jan-19 (2,730,000) (2,732,551) (2,551)

Total (263,138)

Option Contracts (Schedule 2)


Options Purchased

Premium Fair

Number of Expiration Strike Paid Value

Option Details Option Type Contracts Date Price ($) $(CAD) $(CAD)

Honeywell International Inc. Call 56 18-Jan-19 150.00 USD 6,115 1,285

SPDR S&P 500 ETF Trust Call 22 18-Jan-19 267.00 USD 3,423 976

SPDR S&P 500 ETF Trust Call 23 18-Jan-19 265.00 USD 3,061 1,554

Loblaw Companies Ltd. Put 42 18-Jan-19 66.00 CAD 7,434 882

SPDR S&P 500 ETF Trust Put 79 4-Jan-19 260.00 USD 71,813 107,288









537,487 299,626

Options Written

Premium Fair

Number of Expiration Strike Received Value


Honeywell International Inc. Call (56) 18-Jan-19 155.00 USD (1,453) (650)

Intercontinental Exchange Call (29) 18-Jan-19 85.00 USD (1,465) (62)

SPDR S&P 500 ETF Trust Call (23) 18-Jan-19 275.00 USD (612) (220)

SPDR S&P 500 ETF Trust Call (22) 18-Jan-19 275.00 USD (811) (210)

Loblaw Companies Ltd. Put (42) 18-Jan-19 62.00 CAD (2,730) (278)

SPDR S&P 500 ETF Trust Put (17) 11-Jan-19 230.00 USD (3,271) (1,125)

SPDR S&P 500 ETF Trust Put (138) 18-Jan-19 235.00 USD (51,610) (26,370)

(61,952) (28,915)



77


Investment Objective The Fund seeks to achieve long-term capital growth and to generate current income. The Fund invests primarily in Canadian equities and

fixed-income securities of Canadian issuers, and foreign equities and fixed income securities. The Fund provides downside protection through

tactical changes to asset allocation and the use of option strategies.

The Schedule of Investment Portfolio represents the securities held by the Fund as at December 31, 2018. Significant risks that are relevant to

the Fund are discussed here. The Fund invests in redeemable units of an investment fund managed by Ninepoint Partners LP (the “Underlying

Fund”) and third party investment managers to gain exposure to their investment objective and strategies. As a result, the Fund may be

indirectly exposed to other price risk, currency risk, interest rate risk, credit risk and concentration risk from these holdings. As at December 31,

2018, 60.60% (December 31, 2017 – 36.19%) of the Fund’s Net Assets attributable to holders of redeemable shares were invested in units of

the Underlying Fund and third party funds. Only direct exposure to significant risks that are relevant to the Fund are discussed here. For more

information regarding the risks of the Underlying Fund and third party funds, refer to their respective financial statements. General information

on risks and risk management is described in Note 6 of the Generic Notes.


As at December 31, 2018 and 2017, if a blended index of the S&P/TSX Composite Total Return Index, S&P 500 Total Return Index, and

Bloomberg Barclays Canadian Aggregate Bond Index return were to fluctuate by 10%, with all other variables held constant, Net Assets

attributable to holders of redeemable units would increase or decrease by the amounts shown in the table below. This is a measure based on the

historical relationship of the Fund’s performance against the index noted above. The composition of this calculation contains several subjective

components that, although reasonably estimated, could alter the resulting calculation should these components be modified based on revised

assumptions.


Impact



of redeemable units

Impact




2,680,548 6.20 3,855,940 5.60

b) Currency Risk




December 31, 2018

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 9,686,393 (5,637,037) 4,049,356 9.37 40,494

December 31, 2017

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 16,875,407 (13,195,349) 3,680,058 5.34 36,801



78

Credit Risk As at December 31, 2018 and 2017, the Fund is exposed to credit risk from over-the-counter derivative contracts with counterparties. The credit

risk is considered minimal as these counterparties have a minimum credit rating of AA- by S&P or equivalent.

Concentration Risk The table below summarizes the Fund’s concentration risk as a percentage of Net Assets attributable to holders of redeemable unit as at



Funds 60.60 36.19 Equities and Warrants:

Financials 13.17 15.40 Energy 7.16 12.53 Health Care 3.69 4.25 Information Technology 3.52 7.94 Utilities 3.15 2.87 Real Estate 2.45 2.47

Industrials 1.95 4.10 Consumer Discretionary 1.75 5.31 Consumer Staples 0.59 3.26 Others 0.02 0.01



Options purchased 0.69 0.15 Options written (0.07) (0.04) Cash and Other Assets Less Liabilities 1.94 5.12 Total Net Assets attributable to holders of redeemable units 100.00 100.00

Fair Value Measurements (note 5) The Fund’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy in the tables below as at


December 31, 2018


Equities 15,817,342 – 363,066 16,180,408

Warrants 9,600 67 – 9,667

Funds 26,202,313 – – 26,202,313

Forward Currency Contracts – (263,138) – (263,138)

Options Purchased 299,626 – – 299,626

Options Written (28,915) – – (28,915)

42,299,966 (263,071) 363,066 42,399,961

December 31, 2017


Equities 40,027,732 – – 40,027,732

Warrants 4,123 – – 4,123

Funds 24,915,593 – – 25,915,593


Options Purchased 106,414 – – 106,414 Options Written (26,334) – – (26,334)

65,027,528 301,696 – 65,329,224




79




Equities Equities

$ $

Balance at beginning of year – –

Purchases 348,871 –

Change in unrealized appreciation in the value of investments 14,195 –

Balance at end of year 363,066 –

Change in unrealized appreciation during the year for investments held

at end of year 14,195 –

The Fund’s Level 3 securities consist of a private equity position. The Manager determines the fair value by utilizing a variety of valuation

techniques such as the use of comparable recent transactions, discounted cash flows and other techniques used by market participants. As at

December 31, 2018, the position was not significant to the Fund and any changes in reasonable possible assumptions used in the valuation

would not have a significant impact to the Net Assets attributable to holders of redeemable units of the Fund. As at December 31, 2017, the

Fund did not hold level 3 securities.

Investments in Underlying Funds Each Underlying Fund invests in a portfolio of assets to generate returns in the form of investment income and capital appreciation for its

unitholders. Each Underlying Fund finances its operations primarily through the issuance of redeemable units, which are puttable at the

unitholder’s option and entitle the unitholder to a proportionate share of the Underlying Fund’s net assets. The Fund’s interests in Underlying

Funds, held in the form of redeemable units, are reported in its Schedule of Investments at fair value, which represent the Fund’s maximum

exposure to these investments. Distributions earned from Underlying Funds are included in “Distribution income” in the Statements of

Comprehensive Income. The total realized gains and change in unrealized depreciation arising from Underlying Funds included in the

Statements of Comprehensive Income for the year ended December 31, 2018 were $nil and $658,472, respectively (December 31, 2017 –

realized gains of $406,133 and change in unrealized appreciation of $213,333). The Fund does not provide any additional significant financial

or other support to any Underlying Funds. The tables below set out the interest held by the Fund in Underlying Funds.

December 31, 2018

Underlying Fund

Country of

establishment

and principal

place of business

Ownership

interest

Total Net Assets

of Underlying

Fund

Carrying amount

included in Statement

of Financial Position % $ $

Ninepoint Diversified Bond Fund Canada 6.41 393,181,476 25,206,205 –

25,206,205

December 31, 2017

Underlying Fund

Country of

establishment and

principal place of

business

Ownership

interest

Total Net Assets of

Underlying Fund

Carrying amount

included in Statement

of Financial Position % $ $

Ninepoint Diversified Bond Fund Canada 13.23 188,359,011 24,915,593

24,915,593


As at December 31, 2018 restricted cash and investments held for the Fund totaled $696,207 (December 31, 2017 – $573,933).



80



Series A Series A1 Series D Series F Series F1 Series I* Series FT Series T

Up to 1.90% Up to 1.80% Up to 1.40% Up to 0.90% Up to 0.80% Negotiated by the

Unitholder

Up to 0.90% Up to 1.90%


Tax Loss Carryforwards (note 3) As of the taxation year ended December 31, 2018, the Fund had no capital and non-capital losses available for tax purposes.

Related Party Broker Commissions Brokerage commissions paid by the Fund to SP Wealth, a related party of Ninepoint Financial Group Inc., for brokerage services provided to

the Fund for the year ended December 31, 2018 were $30,201. There were no brokerage commissions paid to SP Wealth for the year ended

December 31, 2017.

Sharing Arrangements (note 13) During year ended December 31, 2018, the Fund paid $8,521 out of the total transaction costs incurred to certain brokers for research provided

to the portfolio manager (December 31, 2017 – $4,771).


81

Ninepoint Global Infrastructure Fund (formerly, Sprott Global Infrastructure Fund)




$ $

Assets

Current assets


Cash 202,174 -


Subscriptions receivable - 1,000


Prepaid expenses 8,708 -

Total assets 9,813,856 13,520,642

Liabilities

Current liabilities

Bank indebtedness - 76,939



Accrued expenses - 11,507




Series A 4,583,519 6,553,210

Series F 3,691,641 4,425,990

Series I 1,442,317 2,421,593


Series A 9.38 10.72

Series F 9.80 11.08

Series I 8.55 9.55





DIRECTOR DIRECTOR

82





$ $

Income


Interest income for distribution purposes (note 3) - 2,466

Dividends (note 3) 254,602 448,687

Net realized gains on sales of investments 387,488 985,673

Net realized gains (losses) on forward currency contracts (302,688) 16,737

Change in unrealized appreciation (depreciation) in the value of investments (761,091) 999,321



Other income 11,386 -

Total income (loss) (527,057) 2,445,959








Legal fees 19,804 8,042

Audit fees 11,378 12,247





Increase (decrease) in Net Assets attributable to holders of redeemable units from operations (892,522) 2,040,112


Series A (451,011) 919,903

Series D 66 -

Series F (347,358) 491,063

Series I (94,219) 629,146


Series A 533,754 721,232

Series D 162 -

Series F 466,316 425,395

Series I 204,540 415,867


Series A (0.84) 1.28

Series D 0.41 -

Series F (0.74) 1.15

Series I (0.46) 1.51


83


Statements of Changes in Net Assets Attributable to Holders of Redeemable Units (in Canadian Dollars, except unit amounts)


$ $


Series A 6,553,210 7,121,262

Series D - -

Series F 4,425,990 2,583,370

Series I 2,421,593 3,275,244

13,400,793 12,979,876


Series A (451,011) 919,903

Series D 66 -

Series F (347,358) 491,063

Series I (94,219) 629,146

(892,522) 2,040,112



Series A - (33,304)

Series D - -

Series F - (20,471)

Series I - (16,396)


Series A (255,293) (284,768)

Series D (24) -

Series F (232,114) (175,048)

Series I (86,181) (140,189)

(573,612) (670,176)



Series A 470,011 2,909,323

Series D 3,350 -

Series F 1,708,986 4,555,171

Series I 26,999 1,855,550


Series A 164,910 227,758

Series D 9 -

Series F 103,050 105,375

Series I 86,181 156,585


Series A (1,898,308) (4,306,964)

Series D (3,401) -

Series F (1,966,913) (3,113,470)

Series I (912,056) (3,338,347)

(2,217,182) (949,019)


Series A (1,969,691) (568,052)

Series D - -

Series F (734,349) 1,842,620

Series I (979,276) (853,651)

(3,683,316) 420,917


Series A 4,583,519 6,553,210

Series D - -

Series F 3,691,641 4,425,990

Series I 1,442,317 2,421,593

9,717,477 13,400,793

84




2018 2017

Series A Series D Series F Series I Series A Series F Series I

Units, beginning of year 611,186 - 399,472 253,464 723,068 256,635 381,559

Subscriptions 44,141 334 154,899 3,043 275,342 423,034 212,958

Reinvested distributions 15,942 1 9,603 9,235 21,704 9,755 17,021

Redemptions (182,833) (335) (187,459) (97,052) (408,928) (289,952) (358,074)

Units, end of year 488,436 - 376,515 168,690 611,186 399,472 253,464


85





$ $



Adjustments for:

Foreign exchange gains losses on cash 2,602 (1,723)

Net realized gains on sales of investments (387,488) (985,673)

Change in unrealized (appreciation) depreciation in the value of investments 761,091 (999,321)




Net increase in other assets and liabilities 11,001 23,351

Net cash provided by operating activities 3,088,961 585,703






Foreign exchange gains (losses) on cash (2,602) 1,723

Net increase (decrease) in cash 281,715 (1,007,398)

Cash (Bank indebtedness) at beginning of year (76,939) 928,736

Cash (Bank indebtedness) at end of year 202,174 (76,939)


Interest received - 2,466



86



$ $


UTILITIES [32.37%]

2,430 American Water Works Company Inc. 306,848 301,059

41,647 Enel SpA 316,339 328,472

5,057 Exelon Corp. 306,543 311,296

6,044 FirstEnergy Corp. 307,535 309,769

30,342 Iberdrola SA 318,126 332,964

2,075 NextEra Energy Inc. 283,901 492,290

4,987 Public Service Enterprise Group Inc. 367,446 354,294

2,439 Sempra Energy 369,958 360,166

12,626 Veolia Environnement SA 354,525 354,479

2,931,221 3,144,789

INDUSTRIALS [23.79%]

1,662 Canadian Pacific Railway Ltd. 458,577 402,602

4,595 CSX Corp. 323,493 389,664

13,537 Ferrovial, S.A. 345,749 374,552

2,169 Union Pacific Corp. 422,637 409,228

4,150 Waste Connections Inc. 274,318 420,579

2,596 Waste Management Inc. 317,332 315,318

2,142,106 2,311,943

REAL ESTATE [13.58%]

2,576 American Tower Corp. 503,829 556,197

2,601 Crown Castle International Corp. 360,684 385,650

785 Equinix Inc. 453,953 377,751

1,318,466 1,319,598

ENERGY [11.16%]

4,350 ONEOK Inc. 376,430 320,320

10,507 Parkland Fuel Corp. 300,809 371,317

9,700 Pembina Pipeline Corp. 388,248 392,947

1,065,487 1,084,584

INFORMATION TECHNOLOGY [7.34%]

795 Mastercard Inc. 112,427 204,704

2,174 Microsoft Corp. 242,776 301,390

1,150 Visa Inc. 126,138 207,099

481,341 713,193

COMMUNICATION SERVICES [6.66%]

8,572 Cellnex Telecom, S.A. 240,175 300,106

7,471 Comcast Corp. 350,285 347,216

590,460 647,322

FINANCIALS [3.57%]

3,375 Intercontinental Exchange Inc. 255,430 347,013

255,430 347,013








87




Settlement

Contract

Cost

Forward

Value

Unrealized

Depreciation



Total (82,428)



88


Investment Objective The investment objective of the Fund is primarily to maximize risk adjusted long-term returns and secondarily to achieve a high level of

income. The Fund focuses on achieving growth of capital through securities selection and pursues a long-term investment program with the aim

of generating capital gains. The Fund seeks to provide a moderate level of volatility and a low degree of correlation to other asset classes

through diversifying across a relatively concentrated group of global infrastructure stocks.




As at December 31, 2018 and 2017, if the MSCI World Core Infrastructure Index (CAD) were to fluctuate by 10%, with all other variables held






Impact



of redeemable units

Impact



of redeemable units $ % $ % $

757,963 7.80 1,031,861 7.70

b) Currency Risk




December 31, 2018

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 7,180,601 (3,835,369) 3,345,232 34.43 33,452

Euro 1,519,096 – 1,519,096 15.63 15,191

Pound Sterling 390 – 390 0.00 4

8,700,087 (3,835,369) 4,864,718 50.06 48,647

December 31, 2017

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 5,844,536 - 5,844,536 43.61 58,445

Euro 2,464,195 - 2,464,195 18.39 24,642

Japanese Yen 661,128 - 661,128 4.14 6,611

Australian Dollar 554,858 (622,603) (67,745) 0.29 (677)

9,524,717 (622,603) 8,902,114 66.43 89,021





89

Credit Risk As at December 31, 2018 and 2017, the Fund was exposed to credit risk from over-the-counter derivative contracts with counterparties. The

credit risk was considered minimal as these counterparties have a minimum credit rating of AA- by S&P or equivalent.




Equities:

Utilities 32.37 17.78 Industrials 23.79 34.16 Real Estate 13.58 6.98

Energy 11.16 16.05 Information Technology 7.34 9.85

Communication Services 6.66 9.33

Financials 3.57 6.23



Cash and Other Assets Less Liabilities 2.38 (0.40) Total Net Assets attributable to holders of redeemable units 100.00 100.00



United States 69.06 36.14

Canada 12.01 30.14

Spain 10.37 7.67

France 3.65 7.62

Italy 3.38 2.12

Netherlands – 3.65

Bermuda – 4.12

Australia – 4.78

Japan – 4.14








December 31, 2018


Equities 9,568,442 – – 9,568,442


9,568,442 (82,428) – 9,650,870

December 31, 2017


Equities 13,451,439 – – 13,451,439


13,451,439 2,455 – 13,453,894



90




Series A Series D Series F Series I*

Up to 2.00 Up to 1.50 Up to 1.00 Negotiated by the

Unitholder





Non-capital losses

year of expiry $ $

131,345 – –

Sharing Arrangements (note 13) During the year ended December 31, 2018, the Fund paid $5,882 out of the total transaction costs incurred to certain brokers for research

provided to the portfolio manager (December 31, 2017 - $3,447).


91

Ninepoint Global Real Estate Fund (formerly, Sprott Global Real Estate Fund)




$ $

Assets

Current assets


Cash 255,936 842,053

Subscriptions receivable 300 24,203


Prepaid expenses - 515

Total assets 11,379,542 14,825,169

Liabilities

Current liabilities



Total liabilities 84,644 -



Series A 4,080,923 5,267,716

Series F 5,385,047 6,712,106

Series I 1,529,272 2,512,182

Series FT 16,634 18,303

Series T 283,022 314,862


Series A 10.69 11.72

Series F 11.08 12.01

Series I 11.19 11.95

Series FT 9.36 10.29

Series T 9.25 10.29





DIRECTOR DIRECTOR

92





$ $

Income



Dividends (note 3) 710,183 396,220

Net realized gains on sales of investments 134,746 799,815

Net realized losses on forward currency contracts (256,539) (12,998)

Change in unrealized appreciation (depreciation) in the value of investments (476,433) 990,994


Net realized gains (losses) on foreign exchange (36,416) 41,483

Other income 12 300

Total income 41,234 2,279,449








Legal fees 13,963 30,570

Audit fees 8,696 9,034





Expenses waived/absorbed by the Manager (note 12) (82,272) (168,715)

Net expenses 435,941 330,514



Series A (199,492) 762,966

Series F (153,858) 573,202

Series I (27,838) 587,319

Series FT (571) 2,844

Series T (12,948) 22,604


Series A 411,265 523,599

Series F 613,682 429,560

Series I 167,631 347,922

Series FT 1,778 3,456

Series T 30,603 30,603


Series A (0.49) 1.46

Series F (0.25) 1.33

Series I (0.17) 1.69

Series FT (0.32) 0.82

Series T (0.42) 0.74


93





$ $


Series A 5,267,716 5,523,215

Series F 6,712,106 2,559,204

Series I 2,512,182 9,577,069

Series FT 18,303 -

Series T 314,862 -

14,825,169 17,659,488


Series A (199,492) 762,966

Series F (153,858) 573,202

Series I (27,838) 587,319

Series FT (571) 2,844

Series T (12,948) 22,604

(394,707) 1,948,935



Series A (118,472) (85,990)

Series F (180,115) (74,629)

Series I (48,581) (55,027)

Series FT (604) (433)

Series T (10,395) (4,711)


Series A (96,852) (165,377)

Series F (147,247) (143,528)

Series I (39,716) (105,829)

Series FT (494) (834)

Series T (8,497) (9,060)

(650,973) (645,418)

Redeemable unit transactions (note 8) continued


Series A 689,953 3,269,684

Series F 1,974,613 8,333,188

Series I 28,129 201,047

Series FT - 57,870

Series T - 306,029


Series A 124,022 169,776

Series F 75,407 67,415

Series I 88,030 160,482

Series FT - -

Series T - -


Series A (1,585,952) (4,206,558)

Series F (2,895,859) (4,602,746)

Series I (982,934) (7,852,879)

Series FT - (41,144)

Series T - -

(2,484,591) (4,137,836)

94



continued



$ $ $


Series A (1,186,793) (255,499)

Series F (1,327,059) 4,152,902

Series I (982,910) (7,064,887)

Series FT (1,669) 18,303

Series T (31,840) 314,862

(3,530,271) (2,834,319)


Series A 4,080,923 5,267,716

Series F 5,385,047 6,712,106

Series I 1,529,272 2,512,182

Series FT 16,634 18,303

Series T 283,022 314,862

11,294,898 14,825,169

95



continued


2018 2017

Series A Series F Series I Series FT Series T Series A Series F Series I Series FT Series T

Units, beginning of year 449,489 558,801 210,292 1,778 30,603 516,251 236,198 898,504 - -

Subscriptions 60,209 168,249 2,426 - - 294,354 725,251 18,278 5,778 30,603

Reinvested distributions 10,910 6,438 7,489 - - 15,200 5,898 14,317 - -

Redemptions (138,844) (247,531) (83,484) - - (376,316) (408,546) (720,807) (4,000) -

Units, end of year 381,764 485,957 136,723 1,778 30,603 449,489 558,801 210,292 1,778 30,603


96





$ $



Adjustments for:

Foreign exchange (gains) losses on cash (4,950) 261

Net realized gains on sales of investments (134,746) (799,815)

Change in unrealized (appreciation) depreciation in the value of investments 476,433 (990,994)





Net cash provided by (used in) operating activities 2,520,594 (7,454,144)






Foreign exchange gains (losses) on cash 4,950 (261)

Net decrease in cash (591,067) (12,172,163)

Cash at beginning of year 842,053 13,014,477

Cash at end of year 255,936 842,053





97



$ $


RESIDENTIAL REITS [24.51%]

1,673 AvalonBay Communities Inc. 399,373 397,442 1,350 Essex Property Trust Inc. 426,226 451,830

40,027 InterRent Real Estate Investment Trust 432,448 522,352

31,968 Killam Apartment Real Estate Investment Trust 363,480 509,570

25,800 Minto Apartment Real Estate Investment Trust 436,820 477,300

2,959 Sun Communities Inc. 396,200 410,783

2,454,547 2,769,277

RETAIL REITS [19.74%]

5,102 Agree Realty Corp. 405,459 411,698

2,006 Federal Realty Investment Trust 355,632 323,194

4,663 Regency Centers Corp. 386,386 373,473

15,300 RioCan Real Estate Investment Trust 371,184 364,140 1,660 Simon Property Group Inc. 376,723 380,623

12,200 SmartCentres Real Estate Investmet Trust 369,993 376,126

2,265,377 2,229,254

SPECIALIZED REITS [14.96%]

2,270 American Tower Corp. 437,804 490,127

2,877 Crown Castle International Corp. 400,285 426,573

6,000 Cyrusone Inc. 443,442 433,058

706 Equinix Inc. 407,080 339,736

1,688,611 1,689,494

INDUSTRIAL REITS [14.49%]

5,600 Prologis Inc. 400,813 448,824

10,400 STAG Industrial Inc. 375,055 353,173

43,746 Summit Industrial Income REIT 339,860 418,212 23,745 WPT Industrial Real Estate Investment Trust 397,265 416,465

1,512,993 1,636,674

REAL ESTATE OPERATING COMPANIES [7.07%] 36,358 Aroundtown S.A. 220,739 410,465

6,273 Vonovia SE 392,444 388,329

613,183 798,794

HEALTHCARE REITS [3.53%]

10142 Community Healthcare Trust Inc. 416,774 399,091

416,774 399,091

OFFICE REITS [3.53%]

9,000 Allied Properties Real Estate Investment Trust 375,759 398,880

375,759 398,880

DIVERSIFIED REITS [3.48%]

10,169 STORE Capital Corp. 399,043 392,936

399,043 392,936


11,094 Cellnex Telecom S.A. 310,896 388,402

310,896 388,402

HOTELS RESTURANTS & LEISURE [3.24%]

1,270 Vail Resorts Inc. 432,335 365,442

432,335 365,442

Total Equities 10,469,518 11,068,244







98




Settlement Contract Cost Forward Value

Unrealized

Depreciation



Total (81,548)



99


Investment Objective The objective of the Fund is to provide stable monthly cash distribution and long-term total return through capital appreciation by providing

exposure to the global real estate securities market. The Fund invests primarily in real estate investment trusts (“REITs”), equity-based

securities of companies in the global real estate sectors (residential and commercial) and structured products that hold real estate related

investments.




As at December 31, 2018 and 2017, if the MSCI World IMI Core Real Estate Index (CAD) were to fluctuate by 10%, with all other variables

held constant, Net Assets attributable to holders of redeemable units would increase or decrease by the amounts shown in the table below. This

is a measure based on the historical relationship of the Fund’s performance against the index noted above. The composition of this calculation




Impact



of redeemable units

Impact




1,095,605 9.70 1,363,915 9.20

b) Currency Risk




December 31, 2018

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 7,142,777 (3,794,422) 3,348,355 29.65 33,484

Euro 1,203,126 - 1,203,126 10.65 12,031

8,345,903 (3,794,422) 4,551,481 40.30 45,515

December 31, 2017

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units




U.S. Dollar 5,060,082 – 5,060,082 34.13 50,601

Euro 4,484,489 – 4,484,489 30.25 44,845

Israeli Shekel 685,512 – 685,512 4.63 6,855

10,230,083 – 10,230,083 69.01 102,301

Credit Risk As at December 31, 2018, the Fund was exposed to credit risk from over-the-counter derivative contracts with counterparties. The credit risk

was considered minimal as these counterparties have a minimum credit rating of AA- by S&P or equivalent. As at December 31, 2017, the

Fund did not have a significant exposure to credit risk.



100




Equities:

Residential REITs 24.51 4.25 Retail REITs 19.74 15.74 Specialized REITs 14.96 12.15

Industrial REITs 14.49 7.23

Real Estate Operating Companies 7.07 17.24

Healthcare REITs 3.53 –

Office REITs 3.53 14.91

Diversified REITs 3.48 9.16

Communication Services 3.44 4.92

Hotels Restaurants & Leisure 3.24 – Information Technology – 4.85

Financials – 3.44 Unrealized depreciation on forward currency contracts (0.72) –

Cash and Other Assets Less Liabilities 2.73 6.11 Total Net Assets attributable to holders of redeemable units 100.00 100.00



United States 56.64 29.07 Canada 30.84 23.90 Germany 7.07 – Spain 3.44 7.29 Luxembourg – 4.80 France – 8.45 Netherlands – 4.85 Israel – 4.59 Italy – 3.82 Ireland – 2.91 Finland – 2.80 Other – 1.41 Unrealized depreciation on forward currency contracts (0.72) –

Cash and Other Assets Less Liabilities 2.73 6.11 Total Net Assets attributable to holders of redeemable units 100.00 100.00




December 31, 2018


Equities 11,068,244 – – 11,068,244


11,068,244 (81,548) – 10,986,696



101

December 31, 2017


Equities 13,918,746 – – 13,918,746

13,918,746 – – 13,918,746




Series A Series D Series F Series I* Series FT Series T


Unitholder

Up to 1.00% Up to 2.00%

*The management fee for Series I units of the Fund is negotiated by the unitholder and may be paid directly by the Fund or by the unitholder.

Related Party Holdings Ninepoint Financial Group, the parent company of the Manager and its respective subsidiaries, held the following investments in the Fund as at


December 31, 2018 December 31, 2017 Units held

Class A 94 89

Value of units held ($) 1,003 1,048 1,048




Non-capital losses

year of expiry $ $

353,746 – –

Sharing Arrangements (note 13) During the year ended December 31, 2018, the Fund paid $10,678 out of the total transaction costs incurred to certain brokers for research

provided to the portfolio manager (December 31, 2017 — $2,948).


102

Ninepoint Alternative Health Fund (formerly, Ninepoint UIT Alternative Health Fund)

Statements of Financial Position (in Canadian Dollars)


$ $

Assets

Current assets


Cash (note 10) 3,011,387 1,669,310




Total assets 40,634,955 7,937,934

Liabilities

Current liabilities

Management fees payable (note 11) - 6,242

Options written (note 3, 5) 35,108 -

Due to broker 583,183 197,019






Series A 18,781,068 2,642,577

Series D 1,064,724 -

Series F 19,900,103 5,038,653

Series I 11,929 -

Series PTF 10 -


Series A 15.79 14.08

Series D 10.30 -

Series F 15.80 14.11

Series I 10.70 -

Series PTF 10.00 -





DIRECTOR DIRECTOR

103


Statements of Comprehensive Income


For the year ended December 31, 2018 and for the period from March 30, 2017 to December 31, 2017 2018 2017

$ $

Income

Net gain (losses) on investments:

Interest income for distribution purposes (note 3) 16,160 -

Dividends (note 3) 136,909 4,995

Net realized gains on sales of investments 2,095,678 169,874

Net realized gains on option contracts 571,601 -

Change in unrealized appreciation (depreciation) in value of investments (1,441,461) 1,399,668

Change in unrealized depreciation on option contracts (170) -

Net realized gains on foreign exchange 42,590 433


Total income 1,426,631 1,575,316



Transaction costs (note 3) 82,872 12,065

Legal fees 65,279 -

Unitholder reporting costs 47,654 -

Administrative fees 19,535 -

Withholding taxes 15,575 311

Filing fees 10,566 -

Audit fees 8,696 -

Custodial fees 7,316 -

Independent Review Committee fees (note 13) 2,271 -


Increase in Net Assets attributable to holders of redeemable units from operations 759,638 1,548,504


Series A (91,833) 585,157

Series D (18,127) -

Series F 870,365 963,347

Series I (767) -

Series PTF - -


Series A 628,108 64,394

Series D 56,774 -

Series F 714,594 123,659

Series I 1,088 -

Series PTF 1 -


Series A (0.15) 9.09

Series D (0.32) -

Series F 1.22 7.78

Series I (0.70) -

Series PTF - -


104





$ $


Series A 2,642,577 10

Series D - -

Series F 5,038,653 -

Series I - -

Series PTF - -

7,681,230 10


Series A (91,833) 585,157

Series D (18,127) -

Series F 870,365 963,347

Series I (767) -

Series PTF - -

759,638 1,548,504


From net capital gains on investments

Series A (749,986) (46,672)

Series D (53,135) -

Series F (951,879) (105,259)

Series I (696) -

Series PTF - -

(1,755,696) (151,931)



Series A 22,530,778 2,350,630

Series D 1,220,663 -

Series F 17,847,438 4,088,877

Series I 17,905 -

Series PTF 10 -


Series A 707,173 46,672

Series D 52,867 -

Series F 564,427 105,259

Series I 696 -

Series PTF - -


Series A (6,257,641) (293,220)

Series D (137,544) -

Series F (3,468,901) (13,571)

Series I (5,209) -

Series PTF - -

33,072,662 6,284,647

105



continued (in Canadian Dollars, except unit amounts)


$ $


Series A 16,138,491 2,642,567

Series D 1,064,724 -

Series F 14,861,450 5,038,653

Series I 11,929 -

Series PTF 10 -

32,076,604 7,681,220


Series A 18,781,068 2,642,577

Series D 1,064,724 -

Series F 19,900,103 5,038,653

Series I 11,929 -

Series PTF 10 -

39,757,834 7,681,230

Changes in outstanding redeemable units of the Fund for the year ended December 31, 2018 and for the period from March 30, 2017 to December 31, 2017

were as follows:

2018 2017

Series A Series D Series F Series I Series PTF Series A Series D Series F Series I

Units, beginning of year 187,684 - 357,172 - - 1 - - -

Subscriptions 1,322,777 110,019 1,064,499 1,524 1 215,539 - 358,252 -

Reinvested distributions 44,786 5,132 35,713 65 - - - - -

Redemptions (365,833) (11,800) (198,247) (474) - (27,856) - (1,080) -

Units, end of year 1,189,414 103,351 1,259,137 1,115 1 187,684 - 357,172 -


106


Statements of Cash Flows (in Canadian Dollars)


$ $


Increase in Net Assets attributable to holders of redeemable units from operations 759,638 1,548,504

Adjustments for:

Foreign exchange (gains) losses on cash (55,239) 852

Net realized gains on sales of investments (2,095,678) (169,874)

Net realized gains on option contracts (571,601) -

Change in unrealized (appreciation) depreciation in value of investments 1,441,461 (1,399,668)

Change in unrealized depreciation on option contracts 170 -


Proceeds from sale of investments 31,520,616 553,148

Net increase on other assets and liabilities 21,004 4,673

Net cash provided by (used in) operating activities (29,886,814) (4,495,115)


Distributions paid to holders of redeemable units, net of reinvested distributions (430,533) -


Redemption of redeemable units (9,695,393) (253,348)

Net cash provided by (used in) financing activities 31,173,652 6,165,267

Foreign exchange gain (loss) on cash 55,239 (852)

Net increase on cash 1,286,838 1,670,152

Cash at beginning of year 1,669,310 10



Interest received 16,160 -



107


Schedule of Investment Portfolio As at December 31, 2018 Maturity/Expiry Date Average Cost Fair Value

$ $

PAR VALUE SHORT TERM INVESTMENTS [15.08%]

6,000,000 Canada Treasury Bill, 1.70% Jan 24, 2019 5,993,571 5,993,940

Total Short Term Investments 5,993,571 5,993,940


CANNABIS [44.05%]

30,000 Aphria Inc. 254,088 235,500 2,000 Aurora Cannabis Inc., Warrants Jan 31, 2020 - 1,370

218,000 Canaccord Genuity Growth Corp.** 656,057 684,511

136,000 CannaRoyalty Corp. 726,393 877,200

179,000 CannTrust Holdings Inc. 1,531,551 1,176,030

37,850 Canopy Growth Corp. 1,435,582 1,387,366

250,000 CB3 Life Sciences Ltd.** 250,000 250,000

103,000 Charlottes Web Holdings Inc. 1,166,576 1,562,510

30,000 Cronos Group Inc. 416,039 431,400 194,000 Curaleaf Holdings Inc. 1,896,221 1,253,240

160,000 Fire Cannabis Inc.** 240,000 480,000

37,500 Green Organic Dutch Holdings Ltd., Warrants May 2, 2020 - -

77,000 Green Thumb Industries Inc. 945,962 843,150

6,500 GW Pharmaceuticals PLC, ADR 1,216,595 864,219

129,000 Harvest Health & Recreation Inc. 945,575 928,800

285,000 Hexo Corp. 1,547,566 1,342,350 90,000 Molecular Science Corp.** 202,500 202,500

300,000 OG DNA Genetics Inc.** 400,305 409,560

336,200 OrganiGram Holdings Inc. 1,587,395 1,627,208

504,100 Planet 13 Holdings Inc. 1,011,542 751,109

112,500 Planet 13 Holdings Inc., Warrants Dec 4, 2021 25,862 27,000

400,000 Segra International** 300,000 300,000

200,000 Segra International, Warrants** Jul 19, 2020 - -

161,700 Village Farms International Inc. 1,046,852 714,714 280,000 Westleaf Cannabis Inc.** 238,000 238,000

152,776 Xanthic Biopharma Inc. 293,722 710,409

76,388 Xanthic Biopharma Inc., Warrants Nov 9, 2020 - 217,706

18,334,383 17,515,852

PHARMACEUTICALS & HEALTH TECHNOLOGY [23.89%]

10,400 Abbott Laboratories 872,214 1,026,947

16,000 AstraZeneca PLC, ADR 810,272 829,605

12,000 CVS Health Corp. 1,193,761 1,073,375

8,000 Gilead Sciences Inc. 723,101 683,146

11,100 Merck & Co. Inc. 987,408 1,157,896 19,500 Pfizer Inc. 1,019,763 1,162,024

5,800 Procter & Gamble Co. (The) 634,558 727,837

23,000 Vocera Communications Inc. 899,946 1,235,575

10,000 Walgreens Boots Alliance Inc. 999,735 932,841

18,000 Wright Medical Group NV 639,714 668,893

8,780,472 9,498,139

OTHER WELLNESS [6.77%]

126,100 Akumin Inc. 650,516 585,316

12,500 Planet Fitness Inc. 737,404 915,025

3,500 UnitedHealth Group Inc. 1,146,256 1,190,345

2,534,176 2,690,686

ORGANICS, SUPPLEMENTS & NEUTRACEUTICALS [3.13%]

3,740 ConAgra Brands Inc. 167,748 109,061

53,200 Jamieson Wellness Inc. 1,203,209 1,134,756

1,370,957 1,243,817




Options Written [-0.09%] (Schedule 1) (35,108)



*Private Company


108

Ninepoint Alternative Health Fund (formerly, Ninepoint UIT Alternative Health Fund))

Option Contracts (Schedule 1) As at December 31, 2018

Options Written

Premium Fair

Number of Expiration Strike Received Value


Canopy Growth Corp. Put 100 4-Jan-19 25.50 USD (7,375) (4,778)

Cronos Group Inc Put 200 18-Jan-19 14.00 CAD (21,050) (24,500)

Planet Fitness Inc. Call 35 18-Jan-19 55.00 USD (6,119) (5,830)

(34,544) (35,108)



109


Investment Objective The investment objective of the Fund is to achieve growth by investing primarily in equity securities of companies engaged in nutrition,

nutraceuticals and new forms of medicines and pharmaceutical solutions.




As at December 31, 2018 and 2017, if a blended index of Thomson Reuters Canada Health Care Total Return Index and Thomson Reuters

United States Healthcare Total Return Index were to fluctuate by 10%, with all other variables held constant, Net Assets attributable to holders

of redeemable units would increase or decrease by amounts shown in the table below.


Impact



of redeemable units Impact




3,260,143 8.20 624,616 8.13

b) Currency Risk


impact to the Fund’s Net Assets attributable to holders of redeemable units as a result of 1% change in these currencies relative to the Canadian

dollar, with all other variables held constant.

December 31, 2018

Currency Fair Value

% of Net Assets


of redeemable units



of redeemable units

$ % $

U.S. Dollar 16,145,967 40.61 161,460

December 31, 2017

Currency Fair Value

% of Net Assets


of redeemable units



of redeemable units

$ % $

U.S. Dollar 1,701,129 22.15 17,011



110

c) Interest Risk






Total Exposure

Term to Maturity December 31, 2018 December 31, 2017

$ $

Less than 1 year 5,993,940 –

Total 5,993,940 –

Impact on Net Assets attributable to holders of redeemable units 4,017 –

Impact on Net Assets attributable to holders of redeemable units (%) 0.01 –


Moody’s. The Fund will generally invest in fixed income securities issued or generated by the Canadian government or its agencies, other


subject the Fund to credit risk at December 31, 2018 and 2017, as a percentage of Net Assets attributable to holders of redeemable units, are

summarized below.

Ratings December 31, 2018 December 31, 2017 % %

AAA 15.08 –

Total 15.08 –




% %

Short-Term Investments 15.08 –

Equities and Warrants:

Cannabis 44.05 44.26

Pharmaceuticals & Health Technology 23.89 10.79

Other Wellness 6.77 17.43

Organics, Supplements & Nutraceuticals 3.13 8.83

Options Written (0.09) –

Cash and Other Assets Less Liabilities 7.17 18.69




111

Fair Value Measurement (note 5) The Fund’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy in the tables below as at


December 31, 2018


Equities 25,780,581 2,357,266 2,564,571 30,702,418

Warrants 27,000 219,076 – 246,076

Short-Term Investments – 5,993,940 – 5,993,940

Options written (35,108) – – (35,108)

25,772,473 8,570,282 2,564,571 36,907,326

December 31, 2017


Equities 6,246,163 – – 6,246,163

6,246,163 – – 6,246,163

During the year ended December 31, 2018, there were no significant transfers between levels other than the transfers indicated below which

resulted from the shares of a security becoming restricted. During the year ended December 31, 2017, there were no significant transfers

between levels.

The reconciliation of investments measured at fair value using unobservable inputs (level 3) for the year ended December 31, 2018 is presented

as follows:


Equities Warrants Equities Warrants $ $ $ $

Balance at beginning of year – – – –

Transfer in 300,000 – – –

Purchases 1,986,862 – – –

Changed in unrealized appreciation in the value of investments 277,709 – – –

Balance at end of year 2,564,571 – – –

Change in unrealized appreciation during the year for investments held at end

of year 277,709 –

– –

The Fund’s Level 3 securities consist of private equity and private warrant positions. The Manager determines their fair value by utilizing a

variety of valuation techniques such as the use of comparable recent transactions, discounted cash flows and other techniques used by market

participants. The significant unobservable input used in these valuation techniques can vary considerably over time depending on company

specific factors and economic or market conditions. The potential impact of applying reasonable possible alternative assumptions for valuing

material Level 3 financial assets or liabilities is as follows:





112

As at December 31, 2017, the Fund did not hold level 3 securities.

Management fees (note 11)

The fees differ among the series of units of the Fund as set out in the chart below:

Series A Series D Series F Series I* Series PTF


unitholder

Up to 1.25%

*The management fee for Series I of the Fund is negotiated by the unitholder and may be paid directly by the Fund or by the unitholder.

Tax Loss Carryforwards (note 3) As of the taxation year ended December 31, 2018, the Fund had no capital and non-capital losses available for tax purposes.


113

Ninepoint International Small Cap Fund (formerly, Sprott International Small Cap Fund)

Statement of Financial Position


As at December 31 2018

$

Assets

Current assets

Investments (note 3, 5) 44,674,808

Cash 614,888

Subscriptions receivable 30,861

Dividends receivable 78,057

Total assets 45,398,614

Liabilities

Current liabilities

Redemptions payable 580

Accrued expenses 19,603

Total liabilities 20,183

Net Assets attributable to holders of redeemable units 45,378,431


Series A 11,624,488

Series D 159,879

Series F 10,683,267

Series PF 22,910,797


Series A 8.77

Series D 8.90

Series F 8.77

Series PF 8.93





DIRECTOR DIRECTOR

114


Statement of Comprehensive Income (Loss)


For the period from March 15, 2018 to December 31, 2018 2018

$

Income


Interest income for distribution purposes (note 3) 26,869

Dividends (note 3) 416,268

Net realized gains on sales of investments 508,623

Change in unrealized depreciation in the value of investments (3,158,599)

Securities lending income (note 3) 10,727

Net realized gains on foreign exchange 3,376

Other income 20,407

Total loss (2,172,329)


Management fees 470,736

Transaction costs (note 3, 13) 131,881

Withholding taxes 47,057

Unitholder reporting costs 44,822

Custodial fees 33,639

Administrative fees 31,314

Audit fees 20,502

Legal fees 2,958

Filing fees 2,928

Independent Review Committee fees (note 14) 2,348

Trustee fees 925

Total expenses 789,110

Decrease in Net Assets attributable to holders of redeemable units from operations (2,961,439)


Series A (1,370,931)

Series D (17,691)

Series F (693,684)

Series PF (879,133)


Series A 1,362,214

Series D 12,793

Series F 1,118,370

Series PF 559,720


Series A (1.01)

Series D (1.38)

Series F (0.62)

Series PF (1.57)


115


Statement of Changes in Net Assets Attributable to Holders of Redeemable Units (in Canadian Dollars, except unit amounts)

For the period from March 15, 2018 to December 31, 2018 2018 $

Net Assets attributable to holders of redeemable units, beginning of period

Series A -

Series D -

Series F -

Series PF -

-


Series A (1,370,931)

Series D (17,691)

Series F (693,684)

Series PF (879,133)

(2,961,439)



Series A (38,651)

Series D (870)

Series F (128,423)

Series PF (36,308)

From capital gains

Series A (146,714)

Series D (2,017)

Series F (134,697)

Series PF (288,859)

(776,539)



Series A 16,541,669

Series D 187,619

Series F 37,945,671



Series A 185,365

Series D 2,887

Series F 263,120

Series PF 325,167


Series A (3,546,250)

Series D (10,049)

Series F (26,568,720)

Series PF (307,055)

49,116,409

Net Increase in Net Assets attributable to holders of redeemable units

Series A 11,624,488

Series D 159,879

Series F 10,683,267


45,378,431

Net Assets attributable to holders of redeemable units, end of period

Series A 11,624,488

Series D 159,879

Series F 10,683,267


45,378,431

116



Changes in outstanding redeemable units of the Fund for the period from March 15, 2018 to December 31, 2018 were as follows:

2018 Series A Series D Series F Series PF

Units, beginning of period - - - -

Subscriptions 1,671,130 18,689 4,032,872 2,563,940

Reinvested from distributions 21,101 324 29,994 36,433

Redemptions (367,248) (1,051) (2,845,053) (33,346)

Units, end of period 1,324,983 17,962 1,217,813 2,567,027


117


Statement of Cash Flows



$



Adjustments for:

Foreign exchange gains on cash (9,058)

Net realized gains on sales of investments (508,623)

Change in unrealized depreciation in the value of investments 3,158,599

Purchases of investments (40,664,190)

Proceeds from sales of investments 9,896,347

Net decrease in other assets and liabilities (58,454)

Net cash used in operating activities (31,146,818)


Proceeds from redeemable units issued 39,648,933

Redemption of redeemable units (7,896,285)

Net cash provided by financing activities 31,752,648

Foreign exchange gains on cash 9,058

Net increase in cash 605,830

Cash at beginning of period -

Cash at end of period 614,888


Interest received 26,869

Dividends received, net of withholding taxes 291,269


118



$ $


INDUSTRIALS [27.17%]

5,394 Akka Technologies SA 468,742 372,797 102,669 Biffa PLC 420,482 349,793

83,907 Clipper Logistics PLC 392,644 328,503

45,800 DMG Mori Co., Ltd. 921,623 707,929

4,500 en-japan inc. 234,118 191,406

36,285 HomeServe PLC 539,494 546,453

393,248 IWG PLC 1,638,737 1,430,117

664,000 Kerry Logistics Network Ltd. 1,320,529 1,344,893

28,115 LISI S.A. 1,267,713 901,220 18,665 Loomis AB 780,280 822,029

10,520 Mabuchi Motor Co., Ltd. 561,689 441,568

22,300 OSG Corp. 609,947 591,890

19,862 Palfinger AG 893,113 689,469

422 Schweiter Technologies AG 608,920 509,246

154,910 Senior PLC 762,041 510,526

9,120 SHO-BOND Holdings Co., Ltd. 858,985 928,045 23,640 Tarkett S.A. 829,145 647,621

12,400 THK Co., Ltd. 352,046 318,466

22,662 Tomra Systems ASA 679,204 696,775

14,139,452 12,328,746


24,700 Asics Corp. 514,596 432,241

119,176 Autogrill S.p.A 1,689,421 1,371,531

26,363 De' Longhi S.p.A 960,572 911,016

207,958 Greencross Ltd. 947,687 1,087,592

37,592 Greggs PLC 749,597 828,110

559,550 L'Occitane International, S.A. 1,362,995 1,394,725 17,507 Maisons du Monde, S.A. 667,984 457,433

87,983 Melia Hotels International, S.A. 1,346,329 1,129,486

14,620 Seria Co., Ltd. 775,317 677,396

9,014,498 8,289,530

CONSUMER STAPLES [9.23%]

9,450 Ain Holdings Inc. 936,093 926,315

6,650 Ariake Japan Co., Ltd. 740,769 591,388

12,229 Milbon Co., Ltd. 644,141 680,849

20,768 Norway Royal Salmon ASA 654,395 586,756

270,000 Vitasoy International Holdings Ltd. 1,049,986 1,404,823

4,025,384 4,190,131

REAL ESTATE [9.16%]

380 Advance Residence Investment Corp. 1,272,462 1,431,731 66,622 Hemfosa Fastigheter AB 672,384 717,114

66,472 Nyfosa AB 404,728 437,642

18,135 Patrizia Immobilien AG 477,910 472,140

54,324 Safestore Holdings PLC 493,049 478,773

50,289 Savills PLC 728,232 618,659

4,048,765 4,156,059

MATERIALS [8.59%]

325,793 Alumina Ltd. 755,576 720,379

28,458 Fuji Seal International Inc. 1,273,570 1,375,271

35,972 Lintec Corp. 1,210,051 1,059,615

109,968 Orora Ltd. 344,015 324,561 10,478 Victrex PLC 478,314 417,151

4,061,526 3,896,977


17,887 Cancom SE 1,037,195 801,591

18,100 Horiba Ltd. 1,358,434 1,012,225

9,300 NS Solutions Corp. 362,295 305,801

2,600 Sopra Steria Group 319,849 327,881

15,432 Spectris PLC 613,484 611,963

109,528 Vista Group International Ltd. 369,214 376,281

4,060,471 3,435,742

119


Schedule of Investment Portfolio continued As at December 31, 2018 Average Cost Fair Value

$ $

SHARES FINANCIALS [5.20%]

27,150 doBank SpA 403,385 392,478

13,708 FinTech Group AG 502,888 363,529

23,466 Rothschild & Co. SCA 1,146,807 1,131,966

103,045 Urban & Civic PLC 541,463 469,772

2,594,543 2,357,745

SHARES HEALTH CARE [4.45%]

5,688 BioGaia AB 330,137 278,098 32,171 CVS Group PLC 356,905 370,300

31,459 Evotec AG 815,862 854,199

470,900 Raffles Medical Group Ltd. 493,056 518,732

1,995,960 2,021,329


55,525 Inmarsat PLC 400,086 366,463

47,700 Internet Initiative Japan Inc. 1,221,059 1,477,565

1,621,145 1,844,028

UTILITIES [2.61%]

16,445 Ormat Technologies Inc. 1,124,843 1,185,598

1,124,843 1,185,598

ENERGY [2.14%]

7,185 Schoeller-Bleckmann Oilfield Equipment AG 900,493 644,317

9,728 Tecnicas Reunidas SA 345,188 324,606

1,245,681 968,923

Total Equities 47,932,268 44,674,808








120


Investment Objective The objective of the Fund is to provide unitholders with long term capital appreciation by investing primarily in a portfolio of international

small capitalization equity securities of issuers in countries and industries primarily located in Europe, Japan and Asia-Pacific ex-Japan.




As at December 31, 2018, 98.45% of the Fund’s net assets were invested in equities that were exposed to market price fluctuations. Given the

Fund’s recent inception, there is insufficient data to approximate the Fund’s beta and consequently, it is not possible to reliably determine the

impact of a 10% change in any given index on the Fund’s net asset value. Beta is a measure of a fund’s performance against an index. The

composition of beta contains several subjective components that, although reasonably estimated, could alter the resulting calculation should

these components be modified based on revised assumptions.

b) Currency Risk

The tables below summarize the Fund’s exposure to currency risk as at December 31, 2018. The tables also illustrate the potential impact to the

Fund’s Net Assets attributable to holders of redeemable units as a result of 1% changes in these currencies relative to the Canadian dollar, with

all other variables held constant.

December 31, 2018

Currency Fair Value

% of Net Assets


of redeemable units




Japanese Yen 13,491,541 29.73 134,915

Euro 11,901,678 26.23 119,017

Pound Sterling 7,379,385 16.26 73,794

Hong Kong Dollar 4,144,442 9.13 41,444

Swedish Krone 2,329,759 5.13 23,298


Norwegian Krone 1,322,702 2.91 13,227

Israeli Shekel 1,287,125 2.84 12,871

Singapore Dollar 546,513 1.20 5,465

Swiss Franc 517,154 1.14 5,172

New Zealand Dollar 381,322 0.84 3,813

U.S. Dollar 10,500 0.02 105

45,450,747 100.14 454,507


As at December 31, 2018, the Fund did not have a significant exposure to interest rate risk.

Credit Risk As at December 31, 2018, the Fund did not have a significant exposure to credit risk.



121


December 31, 2018:

December 31, 2018 %

Equities:

Industrials 27.17

Consumer Discretionary 18.27

Consumer Staples 9.23

Real Estate 9.16

Materials 8.59

Information Technology 7.57

Financials 5.20

Health Care 4.45

Communication Services 4.06

Utilities 2.61

Energy 2.14

Cash and Other Assets Less Liabilities 1.55

Total Net Assets attributable to holders of redeemable units 100.00

The Fund’s investment portfolio is concentrated in the following geographic segments as at December 31, 2018:

December 31, 2018 %

Japan 28.98

United Kingdom 16.15

Hong Kong 9.13

France 8.46

Italy 5.90

Germany 5.49

Sweden 4.97

Australia 4.70

Spain 3.20

Austria 2.94

Norway 2.83

Israel 2.61

Singapore 1.14

Switzerland 1.12

New Zealand 0.83




The Fund’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy in the table below as at

December 31, 2018:

December 31, 2018


$ $ $ $

Equities 44,674,808 – – 44,674,808

44,674,808 – – 44,674,808

During the period from March 15, 2018 to December 31, 2018, there were no significant transfers between levels.



122



Series A Series D Series F Series I* Series PF


Unitholder

Up to 1.35%




Securities Lending (note 3) As at December 31, 2018 the market values of securities loaned and related collateral amounts were as follows:

December 31, 2018

$

Securities loaned 10,497,104

Collateral amounts 10,707,058

Collateral as a percentage of securities loaned 102%

For the period from March 15, 2018 to December 31, 2018, securities lending income was as follows:

December 31, 2018

$

Gross securities lending income 14,302

Securities lending charges (3,575)

Net securities lending income 10,727

Withholding taxes on securities lending income (115) Net securities lending income received by the Fund 10,612

For the period from March 15, 2018 to December 31, 2018, securities lending charges represent 25% of the gross securities lending income.

Fund Merger During the period from March 15, 2018 to December 31, 2018, the Fund acquired all the assets of the below fund (the “Acquired Fund”), and

in exchange, the Fund issued shares to the Acquired Fund. In turn, those shares were distributed to the shareholders of the Acquired fund. The

Manager was the investment advisor to the Acquired Fund. Tax elections were made, which allowed the transfer of assets to occur on a tax-

deferred basis.





Fund to the Acquired Fund March 29, 2018 Ninepoint Small Cap Equity Fund (formerly,

Sprott Small Cap Equity Fund)

$16,556,941 1,671,223


123

Ninepoint Concentrated Canadian Equity Fund (formerly, Sprott Concentrated Canadian Equity Fund)




$

Assets

Current assets


Cash 168,441

Dividends receivable 108,844


Liabilities

Current liabilities

Redemptions payable 75,672





Series A 28,107,937

Series D 8,139

Series F 1,125,380


Series A 8.57

Series D 8.48

Series F 8.63





DIRECTOR DIRECTOR

124





$

Income



Dividends (note 3) 831,315

Net realized losses on sales of investments (1,302)

Change in unrealized depreciation in the value of investments (4,886,481)

Securities lending income (note 3) 3,916

Net realized losses on foreign exchange (24)

Other income 88,488

Total loss (3,909,979)


Management fees 676,313

Transaction costs (note 3, 13) 197,255



Audit fees 20,509


Legal fees 2,959

Filing fees 2,928

Independent Review Committee fees (note 14) 2,219

Trustee fees 463

Withholding taxes 27

Total expenses 1,063,513



Series A (4,803,937)

Series D (604)

Series F (168,951)


Series A 3,669,200

Series D 408

Series F 145,072


Series A (1.31)

Series D (1.48)

Series F (1.16)


125


Statement of Changes in Net Assets Attributable to Holders of Redeemable Units



$


Series A -

Series D -

Series F -

-

Decrease in in Net Assets attributable to holders of redeemable units from operations

Series A (4,803,937)

Series D (604)

Series F (168,951)

(4,973,492)



Series A 41,066,660

Series D 11,262

Series F 1,975,857


Series A (8,154,786)

Series D (2,519)

Series F (681,526)

34,214,948

Net Increase in Net Assets attributable to holders of redeemable units

Series A 28,107,937

Series D 8,139

Series F 1,125,380

29,241,456


Series A 28,107,937

Series D 8,139

Series F 1,125,380

29,241,456

126


Statement of Changes in Net Assets Attributable to Holders of Redeemable Units continued

Changes in outstanding redeemable units of the Fund for the period from March 29, 2018 to December 31, 2018 were as follows:

2018 Series A Series D Series F

Units, beginning of period - - -

Subscriptions 4,106,854 1,210 197,553

Redemptions (825,426) (250) (67,223)

Units, end of period 3,281,428 960 130,330


127


Statement of Cash Flows



$



Adjustments for:

Foreign exchange gains on cash (12)

Net realized losses on sales of investments 1,302

Change in unrealized depreciation in the value of investments 4,886,481




Net cash provided by operating activities 8,656,263


Proceeds from redeemable units issued 204,873

Redemption of redeemable units (8,692,707)

Net cash used in by financing activities (8,487,834)

Foreign exchange gains on cash 12

Net increase in cash 168,429


Cash at end of period 168,441


Interest received 54,109

Dividends received, net of withholding taxes 722,471


128


Schedule of Investment Portfolio As at December 31, 2018 Maturity/ Expiry Date Average Cost Fair Value

$ $

PAR VALUE SHORT TERM INVESTMENTS [1.54%]

TREASURY BILLS [1.54%]

150,000 Canadian Treasury Bill, 0.000% Jan 10, 2019 149,692 149,942

300,000 Canadian Treasury Bill, 0.000% Mar 7, 2019 298,923 299,127

Total Short-Term Investments 448,615 449,069

EQUITIES AND WARRANTS [97.90%]

SHARES FINANCIALS [49.07%]

32,970 Bank of Nova Scotia 2,529,805 2,243,609

18,300 Canadian Imperial Bank of Commerce 2,046,253 1,860,744 55,660 CI Financial Corp. 1,433,127 961,805

160,800 Element Fleet Management Corp. 1,144,379 1,111,128

80,100 Manulife Financial Corp. 1,828,050 1,551,537

56,170 Power Corporation of Canada 1,634,229 1,377,850

28,300 Royal Bank of Canada 2,773,446 2,644,352

38,320 Toronto-Dominion Bank 2,719,810 2,600,395

16,109,099 14,351,420

MATERIALS [25.39%]

148,999 Copperbank Resources Corp., Warrants Oct 21, 2019 745 1,490

93,600 Detour Gold Corp. 986,021 1,079,208 89,460 Lachlan Star Ltd. - 516

191,800 Lundin Mining Corp. 1,230,892 1,081,752

256,060 Major Drilling Group International Inc. 1,550,557 1,177,876

17,300 Methanex Corp. 1,263,996 1,135,918

24,000 Nutrien Ltd. 1,703,774 1,538,880

894,500 Sherritt International Corp. 956,310 402,525

34,200 Teck Resources Ltd. 882,305 1,005,138

8,574,600 7,423,303

ENERGY [16.24%]

48,600 Canadian Natural Resources Ltd. 2,003,837 1,600,883 122,760 Cenovus Energy Inc. 1,429,840 1,178,496

108,030 Crescent Point Energy Corp. 921,705 447,244

28,200 Suncor Energy Inc. 1,078,410 1,075,266

376,150 Trican Well Service Ltd. 1,007,339 447,619

6,441,131 4,749,508


54,700 Uni-Select Inc. 1,141,908 1,061,727

1,141,908 1,061,727

INDUSTRIALS [3.57%]

58,000 WestJet Airlines Ltd. 1,289,604 1,044,000

1,289,604 1,044,000


375,000 Spectra7 Microsystems Inc., Warrants Jun 27, 2019 23 -

23 -









129


Investment Objective The objective of the Fund is to seek to provide unitholders with long term capital appreciation by investing primarily in a concentrated portfolio

of Canadian equity securities.




As at December 31, 2018, 97.90% of the Fund’s net assets were invested in equities that were exposed to market price fluctuations. Given the

Fund’s recent inception, there is insufficient data to approximate the Fund’s beta and consequently, it is not possible to reliably determine the

impact of a 10% change in any given index on the Fund’s net asset value. Beta is a measure of a fund’s performance against an index. The

composition of beta contains several subjective components that, although reasonably estimated, could alter the resulting calculation should

these components be modified based on revised assumptions.

b) Currency Risk

As at December 31, 2018, the Fund did not have a significant exposure to currency risk.


As at December 31, 2018, the Fund did not have a significant exposure to interest rate risk.

Credit Risk As at December 31, 2018, the Fund did not have a significant exposure to credit risk.


December 31, 2018:

December 31, 2018

%

Equities and Warrants: Financials 49.07

Materials 25.39

Energy 16.24

Consumer Discretionary 3.63

Industrials 3.57

Information Technology 0.00

Short-Term Investments 1.54





130


The Fund’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy in the table below as at

December 31, 2018:

December 31, 2018


$ $ $ $

Equities 28,628,468 – – 28,628,468 Warrants – 1,490 – 1,490

Short-Term Investments – 449,069 – 449,069

28,628,468 450,478 – 29,079,027

During the period from March 29, 2018 to December 31, 2018, there were no significant transfers between levels.



Series A Series D Series F Series I* Series PF


Unitholder

Up to 1.15%




Securities Lending (note 3) As at December 31, 2018, the market values of securities loaned and related collateral amounts were as follows:

December 31, 2018

$

Securities loaned 2,678,958

Collateral 2,732,539

Collateral as a percentage of securities loaned 102%

For the period from March 29, 2018 to December 31, 2018, securities lending income was as follows:

December 31, 2018

$

Gross securities lending income 5,221 Securities lending charges (1,305)

Net securities lending income 3,916

Withholding taxes on securities lending income (27)

Net securities lending income received by the Fund 3,889

For the period from March 29, 2018 to December 31, 2018, securities lending charges represent 25% of the gross securities lending income.



131

Fund Merger During the period from March 29, 2018 to December 31, 2018, the Fund acquired all the assets of the below fund (the “Acquired Fund”), and

in exchange, the Fund issued shares to this Acquired Fund. In turn, those shares were distributed to the shareholders of the Acquired Fund. The

Manager was the investment advisor to the Acquired Fund. Tax elections were made, which allowed the transfer of assets on a tax-deferred

basis.





Fund to the Acquired Fund April 10, 2018 Ninepoint Canadian Equity Fund (formerly,

Sprott Canadian Equity Fund)

$42,778,454 4,277,541


132

Ninepoint Core Bond Fund




$

Assets

Current assets


Cash 2,530,501

Subscriptions receivable 10

Interest receivable 66,729


Liabilities

Current liabilities

Unrealized depreciation on forward currency contracts (note 3, 5) 20,860





Series AS 10

Series FS 226,178

Series I 10,188,696


Series AS 10.00

Series FS 9.98

Series I 9.98





DIRECTOR DIRECTOR

133




For the period from October 1 to December 31 2018

$

Income



Net realized gains on sales of investments 2,400

Net realized losses on forward currency contracts (39,679)

Change in unrealized appreciation in the value of investments 80,411

Change in unrealized depreciation on forward currency contracts (20,860)

Net realized gains on foreign exchange 3,137

Total income 92,177


Legal fees 27,704

Audit fees 11,923



Filing fees 2,928


Management fees 393

Total expenses 58,573

Expenses waived/absorbed by the Manager (note 7) (56,138)

Net expenses 2,435

Increase in Net Assets attributable to holders of redeemable units from operations 89,742


Series AS -

Series FS 1,178

Series I 88,564


Series AS 1

Series FS 21,801

Series I 811,843


Series AS 0.00

Series FS 0.05

Series I 0.11


134


Statement of Changes in Net Assets Attributable to Holders of Redeemable Units



$


Series AS -

Series FS -

Series I -

-


Series AS -

Series FS 1,178

Series I 88,564

89,742



Series AS -

Series FS (1,420)

Series I (74,549)

(75,969)



Series AS 10

Series FS 225,000

Series I 10,100,132


Series AS -

Series FS 1,420

Series I 74,549

10,401,111

Net increase in Net Assets attributable to holders of redeemable units

Series AS 10

Series FS 226,178

Series I 10,188,696

10,414,884


Series AS 10

Series FS 226,178

Series I 10,188,696

10,414,884

135


Statement of Changes in Net Assets Attributable to Holders of Redeemable Units continued

Changes in outstanding redeemable units of the Fund for the period from October 1, 2018 to December 31, 2018 were as follows:

2018 Series AS Series FS Series I

Units, beginning of period - - -

Subscriptions 1 22,521 1,013,464

Reinvested distributions - 143 7,489

Units, end of period 1 22,664 1,020,953


136


Statement of Cash Flows (in Canadian Dollars)


$


Increase in Net Assets attributable to holders of redeemable units from operations 89,742

Adjustments for:

Foreign exchange losses on cash 5,788

Net realized gains on sales of investments (2,400)

Change in unrealized appreciation in the value of investments (80,411)

Change in unrealized depreciation on forward currency contracts 20,860




Net cash used in operating activities (7,788,843)


Proceeds from redeemable units issued 10,325,132

Net cash provided by financing activities 10,325,132

Foreign exchange losses on cash (5,788)

Net increase in cash 2,536,289


Cash at end of period 2,530,501


Interest received 39


137



$ $ PAR VALUE* BONDS AND CONVERTIBLE DEBENTURES [75.28%]

CORPORATE BONDS [59.99%]

200,000 Bank of Montreal, 3.32% Jun 1, 2026 200,176 200,652

200,000 Bank of Nova Scotia, 2.58% Mar 30, 2027 194,238 195,021 200,000 Bell Canada Inc., 3.60% Sep 29, 2027 195,858 196,775

100,000 Brookfield Asset Management Inc., 3.95% Apr 9, 2019 100,777 100,406

150,000 Brookfield Infrastructure Finance ULC, 4.19% Sep 11, 2028 147,152 148,548

150,000 Brookfield Property Finance ULC, 4.35% Jul 3, 2023 150,480 150,498

200,000 Canadian Imperial Bank of Commerce, 3.45% Apr 4, 2028 197,830 197,783

200,000 Canadian Natural Resources Ltd., 2.60% Dec 3, 2019 199,640 199,568

250,000 Canadian Tire Corporation Ltd., 3.17% Jul 6, 2023 246,000 247,418

250,000 Choice Properties REIT, Series 'J', 3.55% Jan 10, 2025 241,900 245,465 250,000 Crombie REIT, 3.96% Jun 1, 2021 250,378 251,994

250,000 Empire Life Insurance Co. (The), 3.38% Dec 16, 2026 248,880 250,423

100,000 Fairfax Financial Holdings Ltd., 6.40% May 25, 2021 107,540 107,574

100,000 Fairfax Financial Holdings Ltd., 4.25% Dec 6, 2027 97,926 98,013

100,000 Ford Credit Canada Co., 3.74% May 8, 2023 98,071 95,580

150,000 Ford Credit Canada Co., 3.28% Jul 2, 2021 146,918 146,602

250,000 GE Capital Canada Funding Co., 4.60% Jan 26, 2022 256,317 251,722 250,000 Laurentian Bank of Canada, 3.45% Jun 27, 2023 245,525 247,396

250,000 Manulife Financial Capital Trust II, 7.41% Dec 31, 2108 261,790 260,492

126,000 MCAP Commercial L.P., 5.00% Dec 14, 2022 124,600 125,688

100,000 MCAP Commercial L.P., 3.96% Mar 11, 2019 100,468 100,191

200,000 Metro Inc., 3.39% Dec 6, 2027 191,546 191,507

250,000 Morguard Corp., 4.01% Nov 18, 2020 250,430 251,317

100,000 Rogers Communications Inc., 4.70% Sep 29, 2020 103,454 103,057

200,000 Royal Bank of Canada, 3.45% Sep 29, 2026 200,784 201,293 100,000 Shaw Communications Inc., 5.65% Oct 1, 2019 102,811 102,147

250,000 Shaw Communications Inc., 3.80% Nov 2, 2023 249,663 251,625

250,000 SNC-Lavalin Group Inc., 6.19% Jul 3, 2019 255,358 254,350

200,000 Sun Life Capital Trust II, 5.86% Dec 31, 2108 206,880 205,683

200,000 TELUS Corp., 5.05% Jul 23, 2020 207,580 206,865

200,000 Toromont Industries Ltd., 3.84% Oct 27, 2027 199,450 201,049

100,000 Toronto-Dominion Bank, 2.98% Sep 30, 2025 99,774 99,996

USD 200,000 TransCanada PipeLines Ltd., 4.83% May 15, 2067 240,724 221,197 139,000 Transcontinental Inc., 3.90% May 13, 2019 139,696 139,523

6,260,614 6,247,418

U.S. GOVERMENT BONDS [6.62%]

USD 150,000 United States Treasury Bond, 3.00% Aug 15, 2048 183,584 203,872

USD 350,000 United States Treasury Bond, 2.88% Aug 15, 2028 440,976 485,305

624,560 689,177

CANADIAN GOVERNMENT BOND [6.26%]

650,000 Canadian Government Bond, 2.00% Jun 1, 2028 623,175 652,041

623,175 652,041

HIGH YIELD BONDS [2.41%]

250,000 Cominar REIT, 4.23% Dec 4, 2019 251,373 251,497

251,373 251,497





* All par values are in Canadian Dollars unless otherwise noted.


138




Contract

Cost

$(CAD)

Forward Value

$(CAD)

Unrealized

Depreciation

$(CAD) Bought ($) Sold ($)

Settlement

Date

934,385 Canadian Dollar (700,000) U.S. Dollar 18-Jan-19 (934,385) (955,245) (20,860)

(20,860)



139


Investment Objective The Fund seeks to provide unitholders with income and long-term capital appreciation through an actively managed portfolio consisting

primarily of corporate investment grade and high yield securities, and government bonds.




As at December 31, 2018, the Fund did not have a significant exposure to other price risk.

b) Currency Risk

The table below summarizes the Fund’s exposure to currency risk as at December 31, 2018. The table also illustrates the potential impact to

the Fund’s Net Assets attributable to holders of redeemable units as a result of 1% changes in these currencies relative to the Canadian dollar,

with all other variables held constant.

December 31, 2018

Currency Fair Value

Forward Currency


% of Net Assets


of redeemable units



of redeemable units

$ $ $ % $

U.S. Dollar 952,734 (955,245) (2,511) (0.02) (25)



December 31, 2018. The table also illustrates the potential impact to the Fund’s Net Assets attributable to holders of redeemable units, had

interest rates increased or decreased by 1% with all other variables remaining constant. In practice, the actual results may differ from this

sensitivity analysis and the difference could be material. The Fund’s short-term assets and liabilities are not subject to a significant amount of

risk due to fluctuations in the prevailing level of market interest rates.

Total Exposure

Term to Maturity December 31, 2018

$

Less than 1 year 1,147,682

1-5 years 2,437,336

>5 years 4,255,115

Total 7,840,113

Impact on Net Assets attributable to holders of redeemable units 449,617

Impact on Net Assets attributable to holders of redeemable units (%) 4.32



140


Moody’s. The Fund generally invests in fixed income securities issued or generated by the Canadian government or its agencies, other


subject the Fund to credit risk as at December 31, 2018, as a percentage of Net Assets attributable to holders of redeemable units, are

summarized in the table below:

Ratings December 31, 2018 December 31, 2016

%

AAA 6.26

AA 4.66

A 8.33 –

BBB 30.04 9.20

Below BBB 10.28 23.26

Not Rated 15.71 28.97

Total 75.28 89.96

As at December 31, 2018, the Fund was exposed to credit risk from over-the-counter derivative contracts with counterparties. The credit risk

was considered minimal as these counterparties have a minimum credit rating of AA- by S&P or equivalent.

Concentration Risk

The table below summarizes the Fund’s concentration risk as a percentage of Net Assets attributable to holders of redeemable units as at

December 31, 2018:

December 31, 2018

%

Bonds and Convertible Debentures

Corporate Bonds 59.99

U.S. Government Bonds 6.62

Canadian Government Bonds 6.26

High Yield Bonds 2.41

Unrealized depreciation on forward currency contracts (0.20)





December 31, 2018:

December 31, 2018




– 7,819,273 – 7,819,273

During the period from October 1, 2018 to December 31, 2018, there were no significant transfers between levels.



141

Management Fees (note 11) This fee differs among the series of units of the Fund as set out in the chart below:

Series A Series AS Series FS Series I* Series QF


Unitholder

Up to 0.65%


Related Party Holdings Ninepoint Financial Group, the parent company of the Manager, and its respective subsidiaries, held the following investments in the Fund as

at December 31, 2018:

December 31, 2018

Units held

Series FS 15,095

Value of units held ($) 150,801


As of the taxation period ended December 31, 2018, the Fund had capital and non-capital losses available for tax purposes as follows:



Non-capital losses

year of expiry $ $

45,560 – –

Generic Notes to Financial Statements December 31, 2018

142

1. Establishment of the Funds Ninepoint Gold and Precious Minerals Fund, Ninepoint Energy Fund, Ninepoint Gold Bullion Fund, Ninepoint Diversified Bond Fund,

Ninepoint Short-Term Bond Fund, Ninepoint Silver Bullion Fund, Ninepoint Enhanced Balanced Fund, Ninepoint Global Infrastructure Fund,

Ninepoint Global Real Estate Fund, Ninepoint Alternative Health Fund, Ninepoint International Small Cap Fund, Ninepoint Concentrated

Canadian Equity Fund and Ninepoint Core Bond Fund (formerly, Sprott Gold and Precious Minerals Fund, Sprott Energy Fund, Sprott Gold

Bullion Fund, Sprott Diversified Bond Fund, Sprott Short-Term Bond Fund, Sprott Silver Bullion Fund, Sprott Enhanced Balanced Fund,

Sprott Global Infrastructure Fund, Sprott Global Real Estate Fund, Ninepoint UIT Alternative Health Fund, Sprott International Small Cap

Fund and Sprott Concentrated Canadian Equity Fund) are open-ended mutual fund trusts (collectively, the “Funds” and each, a “Fund”). The

Funds, other than Ninepoint Alternative Health Fund, were established under the laws of the Province of Ontario pursuant to a trust agreement

dated September 9, 1997, as amended and restated on October 16, 2001 and February 13, 2004, and as further amended on November 1, 2007,

January 16, 2009, July 16, 2010, August 5, 2010, August 24, 2011, March 27, 2012, January 2, 2013 and April 10, 2014, together with

amended and restated Schedule “A” dated as of January 26, 2018 and July 30, 2018. Ninepoint Alternative Health Fund was established under

the laws of the Province of Ontario pursuant to a trust agreement dated September 16, 2016, as amended and restated on April 16, 2018.

Ninepoint Partners LP (the "Manager") is the manager and portfolio advisor of the Funds. On April 16, 2018, Ninepoint Partners LP acquired

the management rights for Ninepoint Alternative Health Fund from Redwood Asset Management Inc. RBC Investor Services Trust is the

custodian of the Funds, other than Ninepoint Energy Fund, Ninepoint Alternative Health Fund and Ninepoint Core Bond Fund, for which the

custodian is CIBC Mellon Trust Company. The address of the Funds’ registered office is 200 Bay Street, Toronto, Ontario.

The date of inception and series structure of each of the Funds are as follows:

Name of the Fund Date of Inception Series Information

Ninepoint Gold and Precious Minerals Fund October 16, 2001

(publicly launched on November 15, 2001)

Became multi-series in October 2004. The existing

units were designated as Series A and new Series F and I

were introduced. On April 23, 2018, new Series D was

introduced. On November 26, 2018, new Series QF was

introduced.

Ninepoint Energy Fund March 24, 2004

(publicly launched on April 15, 2004)

A multi-series fund since inception, having three series,

Series A, F and I. On April 23, 2018, new Series D was

introduced. On November 30, 2018, new Series PTF

was introduced.

Ninepoint Gold Bullion Fund March 10, 2009

(publicly launched on March 17, 2009)


Series A, F and I.

Ninepoint Diversified Bond Fund July 16, 2010

(publicly launched on August 5, 2010)

A multi-series fund since inception, having four series,

Series A, F, T and I. On August 24, 2011, new Series

FT were introduced. On May 28, 2015, new Series P,

PT, PF, PFT, Q, QT, QF and QFT were introduced. On

April 23, 2018, new Series D was introduced.

Ninepoint Short-Term Bond Fund July 16, 2010



Series A, F and I. On November 16, 2017, new Series

I1 was introduced.

Ninepoint Silver Bullion Fund May 3, 2011

(publicly launched on May 10, 2011)


Series A, F and I.

Ninepoint Enhanced Balanced Fund March 27, 2012

(publicly launched on April 16, 2012)

A multi-series fund since inception, having seven series,

Series A, A1, F, F1, FT, I and T . On April 23, 2018,

new Series D was introduced.

Ninepoint Global Infrastructure Fund September 1, 2011

(publicly launched on September 1, 2011)


Series A, F and I. On April 23, 2018, new Series D was

introduced.

Ninepoint Global Real Estate Fund June 29, 2015



Series A, F and I. On February 7, 2017, new Series T

and FT were introduced. On April 23, 2018, new Series

D was introduced.

Ninepoint Alternative Health Fund September 16, 2016


A single series fund since inception; Series A. On June

28, 2017, new Series F was introduced. On April 23,

2018, new Series D and I were introduced. On October

17, 2018, new Series PTF was introduced.

Ninepoint International Small Cap Fund January 26, 2018


A multi-series fund since inception, having five series,

Series A, D, F, I and PF.

Ninepoint Concentrated Canadian Equity Fund January 26, 2018


A multi-series fund since inception, having five series,

Series A, D, F, I and PF.

Ninepoint Core Bond Fund July 30, 2018

(publicly launched on October 1, 2018)

A multi-series fund since inception, having six series,

Series A, AS, F, FS, QF and I.


143

The differences among the series of units are the different eligibility criteria, fee structures and administrative expenses associated with each

series.

The Statements of Financial Position of each of the Funds are as at December 31, 2018 and 2017 unless otherwise noted. The Statements of

Comprehensive Income (Loss), Statements of Changes in Net Assets Attributable to Holders of Redeemable Units and Statements of Cash

Flows for each Fund are for the years ended December 31, 2018 and 2017, except for Funds or series of a Fund established during either

period, in which case the information for that Fund or applicable series is provided for the year from the inception of the Fund or start date of

the series of the Fund to December 31 of the applicable year. The Schedule of Investment Portfolio for each Fund is as at December 31, 2018.

These financial statements were approved for issuance by the Manager on March 26, 2019.

2. Basis of Presentation These financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as published by the

International Accounting Standards Board (“IASB”) and include estimates and assumptions made by the Manager that may affect the reported

amounts of assets, liabilities, income, expenses and the reported amounts of changes in Net Assets during the reporting period. Actual results

could differ from those estimates.

The financial statements have been prepared on a going concern basis using the historical cost convention. However, each Fund is an

investment entity and primarily all financial assets and financial liabilities are measured at fair value in accordance with IFRS.

The financial statements are presented in Canadian dollars, which is each Fund’s functional currency.

3. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed by the Funds:

NEW STANDARDS AND INTERPRETATIONS

Effective January 1, 2018 the Funds, other than the Funds launched during the year, adopted IFRS 9, Financial Instruments (“IFRS 9”). The

new standard requires financial assets to be classified as amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other

comprehensive income (“FVOCI”) based on the Funds’ business model for managing the financial assets and the contractual cash flow

characteristics of these assets.

Upon transition to IFRS 9, the Funds’ financial assets and financial liabilities previously classified as FVTPL under IAS 39, Financial

Instruments – Recognition and Measurement (“IAS 39”) continue to be classified in the same category and there were no changes in the

measurement attributes. The adoption of IFRS 9 has also been applied retrospectively and the Funds elected not to restate comparative period

results.

CLASSIFICATION AND MEASUREMENT OF INVESTMENTS

The Funds classify and measure financial instruments in accordance with IFRS 9. The Funds’ investments, investments sold short and

derivative assets and liabilities are measured at FVTPL.

The Funds’ accounting policies for measuring the fair value of its investments and derivatives are identical to those used in measuring its Net

Asset Value for transactions with shareholders. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date.

Financial assets and liabilities are recorded in the Statements of Financial Position at fair value upon initial recognition. All transaction costs

such as brokerage commissions incurred in the purchase and sale of such securities are recognized directly in the Statements of Comprehensive

Income. Subsequent to initial measurement, financial assets and liabilities at FVTPL are recorded at fair value which, as at the financial

reporting period end is determined as follows:

1. Securities listed upon a recognized public stock exchange are valued at the closing price recorded by the exchange on which the

security is principally traded, where the last traded price falls within that day’s bid-ask spread. In circumstances where the closing

price is not within the bid-ask spread, the Manager determines the point within the bid-ask spread that is most representative of fair

value based on the specific facts and circumstances.


144

2. Common shares of unlisted companies and warrants that are not traded on an exchange are valued using valuation techniques

established by the Manager. Restricted securities are valued in a manner that the Manager determines represents fair value.

3. Short-term notes and treasury bills are valued at their cost. The cost, together with accrued interest, approximates fair value using

closing prices.

4. Bonds, debentures and other debt obligations are valued at the mean of bid/ask prices provided by recognized investment dealers.

Unlisted bonds are valued using valuation techniques established by the Manager.

5. Mutual fund units held as investments are fair valued using their respective NAV per unit on the relevant valuation dates, as these

values are most readily and regularly available.

Physical gold bullion and silver bullion are measured at fair value determined by reference to published price quotations, with unrealized and

realized gains and losses recorded in income based on the IAS 40 – Investment Property (“IAS 40”) fair value model as IAS 40 is the most

relevant standard to apply.

The difference between the fair value of investments and the cost of investments represents the unrealized appreciation or depreciation in the

value of investments. The cost of investments for each security is determined on an average cost basis.

Other assets, such as subscriptions receivable, due to broker, and income receivables, and other liabilities are recognized at fair value upon

initial recognition and subsequently, are measured at amortized cost. IFRS 9 requires that an entity recognize a loss allowance for expected

credit losses on financial assets which are measured at amortized cost or FVOCI. The Funds consider both historical analysis and forward

looking information in determining any expected credit loss. The Funds’ obligation for Net Assets attributable to holders of redeemable shares

is presented at the redemption amount.

TRANSACTION COSTS

Transaction costs are expensed and are included in “Transaction costs” in the Statements of Comprehensive Income. Transaction costs are

incremental costs that are directly attributable to the acquisition, issue or disposal of an investment, which include fees and commissions paid to

agents, advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties.

INVESTMENT TRANSACTIONS AND INCOME RECOGNITION

Investment transactions are accounted for on the business day following the date the order to buy or sell is executed, with the exception of

short-term investments, which are accounted for on the date the order to buy or sell is executed. Realized gains and losses arising from the sale

of investments and unrealized appreciation and depreciation on investments are calculated with reference to the average cost of the related

investments and are recorded in the Statements of Comprehensive Income.

Interest income for distribution purposes represents the coupon interest recognized on an accrual basis. Dividend income is recognized on the

ex-dividend date, presented gross of any non-recoverable withholding taxes, which are disclosed separately in the Statements of

Comprehensive Income. Distributions from underlying funds are recognized on the distribution date.

FOREIGN CURRENCY TRANSLATION

The fair values of foreign-currency-denominated investments are translated into Canadian dollars using the prevailing rate of exchange on each

valuation date. Income, expenses and investment transactions in foreign currencies are translated into Canadian dollars at the rate of exchange

prevailing on the respective dates of such transactions.

The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such

changes are included in “Change in unrealized appreciation (depreciation) in the value of investments” in the Statements of Comprehensive

Income. Realized foreign exchange gains or losses from sales of investments and cash in foreign currencies are included in “Net realized gains

(losses) on foreign exchange” in the Statements of Comprehensive Income. Any difference between the recorded amounts of dividends, interest

and foreign withholding taxes and the Canadian dollar equivalent of the amounts actually received is reported as part of the investment income

in the Statements of Comprehensive Income.

CASH

Cash is comprised of cash on deposit with financial institutions.


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FORWARD CURRENCY CONTRACTS

The value of a forward currency contract is the gain or loss that would be realized if, on the date that valuation is made, the position were

closed out. It is reflected in the Statements of Financial Position as part of “Unrealized appreciation (depreciation) on forward currency

contracts” and the change in value over the period is reflected in the Statements of Comprehensive Income as part of “Change in unrealized

appreciation (depreciation) on forward currency contracts”. When the forward currency contracts are closed out, gains and losses are realized

and are included in “Net realized gains (losses) on forward currency contracts” in the Statements of Comprehensive Income.

OPTION CONTRACTS

When the Funds purchase options, the premiums paid for purchasing options are included as an asset and are subsequently adjusted each

valuation day to the fair value of the option contract. Premiums received from writing options are included as a liability and are subsequently

adjusted each valuation day to the fair value of the option contract. These amounts are reflected in the Statements of Financial Position as part

of “Options purchased” or “Options written”. Option contracts are valued each valuation day according to the gain or loss that would be

realized if the contracts were closed out on that day. All unrealized gains (losses) arising from option contracts are recorded as “Change in

unrealized appreciation (depreciation) on option contracts” in the Statements of Comprehensive Income, until the contracts are closed out or

expire, at which time the gains (losses) are realized and reflected in the Statements of Comprehensive Income as “Net realized gains (losses) on

option contracts”.

CREDIT DEFAULT SWAPS

The fair value of credit default swaps with exposures to underlying marketable issuers is determined using indicative values obtained by

vendors from third party-broker dealers. Pricing vendors determine the fair value using valuation models that are based on assumptions that are

supported by observable market inputs such as credit spreads. The fair value is independently assessed by valuation specialists to ensure that

they are reasonable. The fair values of credit default swaps are affected by the perceived credit risk of the underlying issuers, movements in

credit spreads and the length of time to maturity. These amounts are reflected in the Statements of Financial Position as part of “Swap

contracts”.

Any interest paid for credit default swaps contracts is recorded as “Interest paid on swap contracts” in the Statements of Comprehensive

Income. The unrealized gain or loss on credit default swaps contracts is reflected in the Statements of Comprehensive Income as part of

“Change in unrealized appreciation (depreciation) on swap contracts”. When the credit default swaps are closed out, any gains (losses) are

recorded as “Net realized gain (loss) on swap contracts” in the Statements of Comprehensive Income.

CALCULATION OF NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS PER SERIES PER UNIT

The Net Assets attributable to holders of redeemable units per unit of a series is based on the fair value of the series’ proportionate share of the

assets and liabilities of the Fund common to all series, less any liabilities of the Fund attributable only to that series, divided by the total

outstanding units of that series. Income, non-series-specific expenses, realized and unrealized gains (losses) on investments and transaction

costs are allocated to each series of a Fund based on the series’ pro-rata share of Net Assets attributable to holders of redeemable units of that

Fund. Expenses directly attributable to a series are charged directly to that series.

INCOME TAXES

The Funds qualify as mutual fund trusts under the Income Tax Act (Canada), and accordingly, are not taxed on that portion of taxable income

that is paid to or allocated to unitholders. The Funds may also retain some net capital gains by utilizing the capital gains refund mechanism

available to mutual fund trusts without incurring any income taxes. No provision for income taxes has been recorded in the Funds as sufficient

income and net realized capital gains have been distributed to unitholders. Non-capital losses may be carried forward for up to 20 years and can

be offset against future taxable income. Capital losses may be carried forward indefinitely to be applied against future capital gains.

For tax purposes, certain Funds generally treat gains from the disposition of gold bullion and silver bullion respectively as capital gains, rather

than income, as they intend to be long-term passive holders of gold and silver bullion, and generally dispose of their holdings in bullion only

for the purposes of meeting redemptions. The Canada Revenue Agency has, however, expressed its opinion that gains or losses of mutual fund

trusts resulting from transactions in commodities should generally be treated for tax purposes as ordinary income rather than as capital gains,

although the treatment in each particular case remains a question of fact to be determined having regard to all the circumstances.

The Funds incur withholding taxes imposed by certain countries on investment income and capital gains. Such income and gains are recorded

on a gross basis and the related withholding taxes are shown separately in the Statements of Comprehensive Income.


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INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS FROM OPERATIONS PER UNIT

“Increase (decrease) in Net Assets attributable to holders of redeemable units from operations per unit” in the Statements of Comprehensive

Income represents the increase (decrease) in Net Assets attributable to holders of redeemable units from operations per series, divided by the

weighted average number of units of the series outstanding during the period, which is presented in the Statements of Comprehensive Income.

SHORT SELLING

When a Fund engages in a short sale, it borrows that security from a prime broker to complete the sale. The cost of entering into short positions

is recorded in the Statements of Comprehensive Income under “Securities borrowing expense”. Short selling can provide the Fund with

opportunities for gains when markets are volatile or declining. A Fund will engage in short selling only within certain limits and conditions

including: (i) the Fund will short sell only liquid securities that are traded on a stock exchange, (ii) the Fund will limit its short sale exposure to

any single issuer to 5% of the Fund’s total NAV and an aggregate short exposure to 20% of its total NAV, and (iii) the Fund will hold cash

cover in an amount (including the Fund’s assets deposited with lenders and short-term investments) that is at least 150% of the aggregate fair

value of all securities sold short. The Fund can realize a gain on a short sale if the price of the security decreases from the date the security was

sold short until the date at which the Fund closes out its short position, by buying that security at a lower price. A loss will be incurred if the

price of the security increases.

OFFSETTING OF FINANCIAL INSTRUMENTS

Financial assets and liabilities are disclosed net if there is a legally enforceable right to offset the recognized amounts and there is an intention

to settle on a net basis, or to realize the asset and liability simultaneously. Where applicable, additional information is disclosed in the

Offsetting of Financial Instruments section of the Notes to financial statements – Fund specific information.

SECURITIES LENDING

The Funds may enter into securities lending transactions. These transactions involve the temporary exchange of securities as collateral with a

commitment to deliver the same securities on a future date. Income is earned from these transactions in the form of fees paid by the

counterparty and, in certain circumstances, interest paid on securities held as collateral. Income earned from these transactions is recognized on

an accrual basis and included in the Statements of Comprehensive Income.

Certain Funds have entered into a securities lending program with their custodian, RBC Investor Services Trust. The aggregate market value of

all securities loaned by a Fund cannot exceed 50% of the net assets of the Fund. The Fund will receive collateral of at least 102% of the value

of the securities on loan. Collateral will generally be comprised of cash and obligations of, or guaranteed by, the Government of Canada or a

province thereof, or the United States Government or its agencies, or a permitted supranational agency as defined in National Instrument 81-

102. Securities lending income reported in the Statements of Comprehensive Income is net of securities lending charges which the Fund’s

custodian, RBC Investor Services Trust, is entitled to receive.

STANDARDS ISSUED BUT NOT YET EFFECTIVE

The Funds have determined there are no IFRS standards that are issued but not yet effective that could materially impact the Funds’ financial

statements.

4. Critical Accounting Estimates and Judgments The preparation of financial statements requires management to use judgment in applying its accounting policies and to make estimates and

assumptions about the future. The following discusses the most significant accounting judgments and estimates that the Funds have made in

preparing the financial statements:


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FAIR VALUE MEASUREMENT OF DERIVATIVES AND SECURITIES NOT QUOTED IN AN ACTIVE MARKET

The Funds hold financial instruments that are not quoted in active markets, including derivatives. Fair values of such instruments are

determined using valuation techniques and may be determined using reputable pricing sources (such as pricing agencies) or indicative prices

from market makers. Where no market data is available, the Funds may value investments using valuation models, which are usually based on

methods and techniques generally recognized as standard within the industry. The models used to determine fair values are validated and

periodically reviewed by experienced personnel of the Manager, independent of the party that created them. Models use observable data, to the

extent practicable. However, areas such as credit risk (both own and counterparty), volatilities and correlations require the Manager to make

estimates. Changes in assumptions about these factors could affect the reported fair values of financial instruments. The Funds consider

observable data to be market data that is readily available, regularly distributed and updated, reliable and verifiable, not proprietary, and

provided by independent sources that are actively involved in the relevant market. Common shares of unlisted companies may be valued at cost

and adjusted based on the last known transaction. Refer to Note 5 for further information about the fair value measurement of the Funds’

financial instruments.

CLASSIFICATION AND MEASUREMENT OF INVESTMENTS AND APPLICATION OF THE FAIR VALUE OPTION

In classifying and measuring financial instruments held by the Funds, the Manager is required to make significant judgments in determining the

most appropriate classification in accordance with IFRS 9. The Manager has assessed the Funds’ business models and concluded that FVTPL,

in accordance with IFRS 9, provides the most appropriate classification of the Funds’ financial instruments.

ASSESSMENT AS AN INVESTMENT ENTITY

Entities that meet the definition of an investment entity within IFRS 10, Consolidated Financial Statements are required to measure their

subsidiaries at FVTPL rather than consolidate them. The criteria which define an investment entity are as follows:

• an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;

• an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation,

investment income or both; and

• an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Manager has assessed the characteristics of an investment entity as they apply to the Funds, and such assessment requires significant

judgments. Based on the assessment, the Manager concluded that each Fund meets the definition of an investment entity.

5. Fair Value Measurements The Funds use a three-tier hierarchy as a framework for disclosing fair value based on inputs used to value the Funds’ investments. The fair

value hierarchy has the following levels:

Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the

measurement date;

Level 2 Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the

asset or liability; and

Level 3 Prices, inputs or complex modeling techniques that are both significant to the fair value measurement and unobservable (supported by

little or no market activity).

The hierarchy of investments and derivatives for each Fund is included in the Notes to financial statements – Fund specific information of each

Fund.

All fair value measurements are recurring. The carrying values of cash, subscriptions receivable, interest receivable, payable for investments

purchased, redemptions payable, distributions payable, accrued expenses and each Fund’s obligations for Net Assets attributable to holders of

redeemable units approximate their fair values due to their short-term nature. Fair values are classified as Level 1 when the related security or

derivative is actively traded and a quoted price is available. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is

transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless the measurement of its fair value requires the use of

significant unobservable inputs, in which case it is classified as Level 3.

The following provides details of the categorization in the fair value hierarchy by asset classes:


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Level 1 securities include:

• Equity securities and options using quoted market prices (unadjusted).

• Investments in other mutual funds valued at their respective NAV per unit on relevant valuation dates.


• Equity securities that are not frequently traded in active markets. In such cases, fair value is determined based on observable market

data (e.g., transactions for similar securities of the same issuer).

• Fixed-income securities valued at evaluated bid prices provided by recognized investment dealers (i.e. third-party pricing vendor

based on a variety of factors including broker input, financial information on the issuer and other observable market inputs).

• Derivative assets and liabilities such as forward currency contracts and swaps, which are valued based on observable inputs such as

the notional amount, forward market rate, contract rates, interest and credit spreads. To the extent that the inputs used are observable

and reliable, these derivatives are included in Level 2.


• Investments valued using valuation techniques that are based on unobservable market data. These techniques are determined pursuant

to procedures established by the Manager. Quantitative information about unobservable inputs and related sensitivity of the fair value

measurement are disclosed in the Notes to financial statements – Fund specific information.

Additional disclosures relating to transfers between levels and a reconciliation of the beginning and ending balances in Level 3 are also

disclosed in the Notes to financial statements – Fund specific information.

For the periods ended December 31, 2018 and 2017, the majority of Level 2 securities consisted of private placement common shares subject to

a hold period following the closing date of the purchase, and warrants received in consideration of the private placement purchase. Upon the

passing of the hold period on the private placement common shares during the period, the shares would be moved from Level 2 to Level 1. The

warrants would be Level 2 until either the warrant expired, at which time the security would be removed from the Level 2 balance, or the

warrant was exercised, at which time the warrant would be converted into a Level 1 security to the extent that the security is traded in an active

market. There were no other material transfers between Level 1 and Level 2 during the periods.

6. Financial Risk Management Each Fund is exposed to risks that are associated with its investment strategies, financial instruments and markets in which it invests. The

extent of risk within a Fund is largely contingent upon the Fund’s investment policy and guidelines as stated in its prospectus, and the

management of such risks is contingent upon the qualification and diligence of the portfolio manager designated to manage the Fund.

The Schedule of Investment Portfolio groups securities by asset type, sector or geographic region. Significant risks that are relevant to the

Funds are discussed below. Refer to the Notes to financial statements – Fund specific information of each Fund for specific risk disclosures.

MARKET RISK

The Funds’ investments are subject to market risk, which is the risk that the fair value of future cash flows of a financial instrument will

fluctuate because of changes in market variables such as equity prices, currency rates and interest rates.

a) Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to a change in market prices (other than those arising

from interest rate risk or currency risk). The sensitivity analysis disclosed is estimated based on the historical correlation between the return of a

Fund as compared to the return of a Fund’s benchmark. The analysis assumes that all other variables remain unchanged. The historical

correlation may not be representative of future correlation and accordingly, the impact on net assets could be materially different. The

investments of a Fund are subject to normal market fluctuations and the risks inherent in the financial markets. The maximum risk resulting

from purchased securities held by the Funds is limited to the fair value of these investments. The Manager moderates this risk through a careful

selection of securities within specified limits, as well as through the diversification of the investment portfolio.

b) Currency Risk

Currency risk is the risk that arises from the change in the price of one currency against another. The Funds hold securities that are denominated

in currencies other than the Canadian dollar. These securities are converted to the Funds’ functional currency (Canadian dollar) in determining

fair value, and fair values are subject to fluctuations relative to the strengthening or weakening of the functional currency.


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Interest rate risk is the risk borne by an interest-bearing financial instrument that is attributed to interest rate fluctuations. Cash does not expose

the Funds to significant amounts of interest rate risk. Excess cash amounts and amounts held as collateral for securities sold short may be

invested in Government of Canada treasury bills with maturities of less than three months.

CREDIT RISK

Credit risk is the risk of loss due to the failure of a counterparty to satisfy its obligations. The credit risk relating to issuers of debt securities is

reviewed periodically and adjustments may be made, as appropriate, to reflect an allowance for possible default. The credit risk relating to

issuers of the secured debt is managed by the terms of agreements; in particular, the notes are secured and the issuers are subject to a number of

financial covenants, which are monitored on a regular basis.

The Funds may also be exposed to credit risk from the counterparties to the derivative instruments they hold. Credit risk associated with these

transactions is considered minimal as all counterparties have an approved credit rating equivalent to a Standard & Poor’s credit rating of AA –

or higher on their long-term debt.

All transactions executed by a Fund in listed securities are settled upon delivery using approved brokers. The risk of default is considered

minimal, as the delivery of those securities sold is made only when the broker has received payment. Payment is made on purchases only when

the security is received by the broker. The trade will fail to consummate if either party fails to meet its obligations.

LIQUIDITY RISK

Liquidity risk is the risk that a Fund will not be able to generate sufficient cash resources to fulfill its payment obligations. The Funds

predominantly invest in liquid securities that are readily tradable in an active market. Consequently, the Funds are able to readily dispose of

securities if necessary to fund redemptions in the course of operations. The Funds traditionally maintain a cash reserve in anticipation of normal

redemption activity. Although each Fund may, from time to time, invest in illiquid or restricted securities such as private placements, private

companies and warrants which are identified in the applicable Fund’s Schedule of Investment Portfolio, such investments do not comprise a

significant portion of a Fund’s investment portfolio.

With the exception of derivative contracts and investments sold short, where applicable, all of the Funds’ financial liabilities are short-term

liabilities maturing within 90 days after the period end. For Funds that hold investments sold short, these investments have no specific maturity

date. For Funds that hold derivative contracts with a term to maturity that exceeds 90 days from the period end, further information related to

those contracts can be found in the derivatives schedules included in the Schedule of Investment Portfolio of those Funds.

CONCENTRATION RISK

Concentration risk arises as a result of the concentration of financial instrument exposures within the same category, whether it is geographic

region, asset type or industry sector.

7. Capital Management The capital of a Fund is represented by the issued and outstanding units and the NAV attributable to participating unitholders. The Manager

utilizes the capital of the Funds in accordance with each Fund’s investment objectives, strategies and restrictions, as outlined in the Fund’s

prospectus, while maintaining sufficient liquidity to meet normal redemptions. The Funds do not have any externally imposed

capital requirements.

8. Redeemable Units Each Fund is permitted to issue an unlimited number of series of redeemable units and an unlimited number of redeemable units in each series.

Each Fund offers at least three series, unless otherwise indicated; Series A, Series F and Series I. Series A units are available to all investors.

Series F units are available to investors who participate in fee-based programs through their dealers and whose dealer has signed a Series F

agreement with the Manager, or individual investors approved by the Manager. Series I units are available to institutional investors at the

discretion of the Manager.

For the Funds, other than Ninepoint Gold Bullion Fund, Ninepoint Short-Term Bond Fund, Ninepoint Silver Bullion Fund and Ninepoint Core

Bond Fund, Series D units are available to investors who acquire units through a discount brokerage account or other account approved by the

manager and whose dealer has signed a Series D agreement with the manager relating to the distribution of these units.


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For Ninepoint Core Bond Fund, Series AS are available to all investors until the earlier of March 31, 2019 and the date the Fund has assets

under management equal to or greater than $100 million, at which time Series AS will be closed to new purchases. Series FS units are available

to investors who participate in fee-based programs through their dealer and whose dealer has signed a Series F Agreement with the Manager,

investors for whom the Manager does not incur distribution costs, or individual investors approved by the Manager. Series FS units are

available to investors until the earlier of March 31, 2019 and the date the Fund has assets under management equal to or greater than $100

million, at which time this series will be closed to new purchases.

For Ninepoint Diversified Bond Fund, Ninepoint Enhanced Balanced Fund and Ninepoint Global Real Estate Fund, Series T and Series FT

units are available. Series T units are intended for investors who seek monthly distributions at a target annual distribution rate consisting of net

income, capital gains and/or returns of capital. Series FT units are designed for investors who participate in fee-based programs and who seek

monthly distributions at a target annual distribution rate consisting of net income, capital gains and/or returns of capital.

For Ninepoint Diversified Bond Fund, Series P, Series PT, Series PF and Series PFT units are available to an investor, discretionary accounts of

an advisor or a “household group”, holding in aggregate at least a $1 million investment in the Fund, and, for Series PF and PFT, also

participates in fee-based programs. Series Q, Series QT, Series QF and Series QFT units are available to an investor, discretionary accounts of

an advisor or a “household group”, holding in aggregate at least a $5 million investment in the Fund, and, for Series PF and PFT, also

participates in fee-based programs. A “household group” consists of members of the same family residing at the same residence plus corporate,

partnership or trust entities over which those family members have voting control (over 50%). Series PF units are also available to investors in

Ninepoint International Small Cap Fund and Ninepoint Concentrated Canadian Equity Fund. Series QF are also available to investors in

Ninepoint Gold and Precious Minerals Fund and Ninepoint Core Bond Fund.

For Ninepoint Energy Fund and Ninepoint Alternative Health Fund, Series PTF units are available to investors who participate in fee-based

programs through their dealer and whose dealer has signed a Series PTF Agreement with the Manager and have met certain infrastructure

requirements.

For Ninepoint Enhanced Balanced Fund, Series A1 and F1 units are available to all investors who purchased these series on or before April 16,

2013.

There were no Series A, Series F and Series QF units issued or outstanding during the period for Ninepoint Core Bond Fund. There were no

Series D units issued or outstanding during the period for Ninepoint Diversified Bond Fund, Ninepoint Enhanced Balanced Fund and Ninepoint

Global Real Estate Fund. There were no Series I units issued or outstanding during the period for Ninepoint Gold Bullion Fund, Ninepoint

Silver Bullion Fund, Ninepoint International Small Cap Fund and Ninepoint Concentrated Canadian Equity Fund. There were no Series PF

units issued or outstanding during the period for Ninepoint Concentrated Canadian Equity Fund. There were no Series PT, Series PFT, Series Q

and Series QT units issued or outstanding during the period for Ninepoint Diversified Bond Fund.

Redeemable units of the Funds are redeemable at the option of the unitholders, in accordance with the provisions of each Fund’s trust

agreement, at their NAV per unit.

The Funds have multiple classes of redeemable units that do not have identical features and therefore, the units do not qualify as equity under

IAS 32, Financial Instruments: Presentation.

9. Distribution of Income and Capital Gains Net investment income and net realized capital gains are distributed to unitholders annually at the end of the calendar year, with the exception

of Ninepoint Diversified Bond Fund, Ninepoint Enhanced Balanced Fund and Ninepoint Global Real Estate Fund which also makes monthly

distributions on Series T and Series FT units as applicable. Ninepoint Diversified Bond Fund, Ninepoint Short-Term Bond Fund, Ninepoint

Global Infrastructure Fund and Ninepoint Global Real Estate Fund also make monthly distributions on Series A, Series F and Series I units.

Ninepoint Diversified Bond Fund also makes monthly distributions on Series P, Series PF, Series QF and Series QFT units. Ninepoint Short-

Term Bond Fund also makes monthly distributions on Series I1 units. Ninepoint Global Infrstructure Fund also made monthly distributions on

Series D units. Ninepoint Core Bond Fund makes monthly distributions on Series FS and Series I units. All distributions allocated to

unitholders are either paid in cash or reinvested automatically in additional units of the Funds. These amounts are reflected on the Statements of

Changes in Net Assets Attributable to Holders of Redeemable Units as part of “Distributions to unitholders” and/or “Units issued from

reinvested distributions”.


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10. Restricted Cash and Investments Cash, investments and broker margin include balances with prime brokers held as collateral for securities sold short and other derivatives. This

collateral is not available for general use by the Funds. The value of any restricted cash and investments held for each of the Funds is disclosed

in the Notes to financial statements – Fund specific information, if applicable.

11. Related-Party Transactions

MANAGEMENT FEES

Each Fund pays the Manager an annual management fee to cover management expenses. Management fees are unique to each Fund and each

series and are subject to applicable taxes. The management fee is calculated and accrued daily and is paid on the last business day of each

month based on the daily NAV of each Fund.

INCENTIVE FEES

The Funds listed below pay the Manager an incentive annually fee that is equal to 10% of the difference by which the percentage return in the

unit value of the applicable series of the Fund from January 1 to December 31 exceeds the percentage return of the benchmark index. The

benchmark indices are as follows:

Name of the Fund Benchmark

Ninepoint Gold and Precious Minerals Fund S&P TSX Global Gold Total Return Index

Ninepoint Energy Fund S&P TSX Capped Energy Total Return Index

If the performance of a series of a Fund in any year is less than the performance of the applicable index described above (the “Deficiency”),

then no incentive fee will be payable in any subsequent year until the performance of the applicable series of the applicable Fund, on a

cumulative basis calculated from the first of such subsequent years, has exceeded the amount of the Deficiency. The Manager may reduce the

incentive fee payable by a Fund with respect to a particular investor.

12. Operating Expenses and Sales Charges Each Fund pays its own operating expenses, other than marketing costs and costs of dealer compensation programs, which are paid by the

Manager. Operating expenses include, but are not limited to, audit, legal, safekeeping, trustee, custodial, fund administration expenses,

preparation costs of financial statements and other reports to investors and Independent Review Committee (“IRC”) member fees and expenses.

Operating expenses are charged to all Funds pro-rata, on the basis of Net Assets or another measure that provides a fair and reasonable

allocation.

At its sole discretion, the Manager may waive or absorb a portion of the operating expenses of certain Funds. Amounts waived or absorbed by

the Manager are reported in the Statements of Comprehensive Income. Waivers or absorptions can be terminated at any time without notice.

13. Sharing Arrangements In addition to paying for the cost of brokerage services in respect of securities transactions, commissions paid to certain brokers may also cover

research services provided to the portfolio manager. Sharing arrangements for each Fund are disclosed in the Notes to financial statements –

Fund specific information, if applicable.

14. Independent Review Committee In accordance with National Instrument 81-107, Independent Review Committee for Investment Funds, the Manager has established an IRC for

all of the Funds. The mandate of the IRC is to consider and provide recommendations to the Manager on conflicts of interest to which the

Manager is subject when managing the Funds. The IRC reports annually to unitholders of the Funds on its activities, and the annual report is

available on or after March 31 in each year. The Manager charges compensation paid to the IRC members and the costs of the ongoing

administration of the IRC to the Funds. These amounts are recorded in the Statements of Comprehensive Income.


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15. Subsequent Events Management has evaluated subsequent events for the Funds through to March 26, 2019, the date the financial statements were available to be

issued, and has concluded that there were no subsequent events relevant for financial statement disclosure, except as discussed below.

CHANGE INVESTMENT OBJECTIVE & INVESTMENT STRATEGIES, NAME AND MANAGEMENT FEES

By way of unitholder voting, effective March 4, 2019, for Short-Term Bond Fund, the following changes were approved:

• The investment objective and investment strategies changed to invest primarily in high interest savings accounts offered at Schedule 1

Canadian Banks;

• The name of Ninepoint Short-Term Bond Fund changed to Ninepoint High Interest Savings Fund; and

• The management fee reduced from 0.75% to 0.39% for Series A units, 0.50% to 0.14% for Series F units and from a maximum of

0.75% to a maximum of 0.39%, for Series I units, which is negotiated between Ninepoint Partners and each unitholder.

FUND MERGERS

On March 4, 2019, Ninepoint Global Infrastructure Fund acquired all the assets of Ninepoint Real Asset Class (formerly, Sprott Real Asset

Class) and in exchange, it issued shares to Ninepoint Real Asset Class. In turn, those shares were distributed to the unitholders of Ninepoint

Real Asset Class. The Manager was the investment advisor to Ninepoint Real Asset Class.





Fund to the Acquired Fund March 4, 2019 Ninepoint Real Asset Class $4,982,282 485,751

On March 4, 2019, Ninepoint Short-Term Bond Fund acquired all the assets of Ninepoint Short-Term Bond Class (formerly Sprott Short-Term

Bond Class) and in exchange, it issued shares to Ninepoint Short-Term Bond Class. In turn, those shares were distributed to the unitholders of

Ninepoint Short-Term Bond Class. The Manager was the investment advisor to Ninepoint Short-Term Bond Class.


Fair Value of Assets Acquired

by the Fund


Fund to the Acquired Fund March 4, 2019 Ninepoint Short-Term Bond Class $4,773,253 491,290

PROPOSED FUND MERGERS

On March 22, 2019, the Manager gave notice of its intention to merge the Funds listed below pending approval at separate special meetings of

securityholders to be held consecutively on or about May 23, 2019. The fund acquiring the net assets is known as the “Continuing Fund”, and

the fund delivering the net assets is known as the “Terminating Fund”.

Terminating Fund Continuing Fund

Ninepoint Enhanced Balanced Class Ninepoint Enhanced Balanced Fund

Ninepoint Focused U.S. Dividend Class Ninepoint Global Infrastructure Fund

FUND TERMINATION

On March 22, 2019, the Manager gave notice of its intention to terminate Ninepoint Core Bond Fund effective on or about May 31, 2019.

Corporate Information

Corporate Address

Ninepoint Partners LP

Royal Bank Plaza, South Tower

200 Bay Street, Suite 2700, P.O. Box 27

Toronto, Ontario M5J 2J1

T 416.362.7172

TOLL-FREE 1.888.362.7172

F 416.628.2397

E [email protected]

For additional information visit our website:

www.ninepoint.com

Call our mutual fund information line for daily closing prices:

416.362.7172 or 1.888.362.7172

Auditors

KPMG LLP

Bay Adelaide Centre

333 Bay Street

Suite 4600

Toronto, Ontario M5H 2S5

Legal Counsel

Borden Ladner Gervais LLP

Bay Adelaide Centre, East Tower

22 Adelaide Street West

Suite 3400

Toronto, Ontario M5H 4E3

The opinions, estimates and projections (‘‘information’’) contained within this report are solely those of Ninepoint Partners LP and are subject

to change without notice. Ninepoint Partners LP makes every effort to ensure that the information has been derived from sources believed to be

reliable and accurate. However, Ninepoint Partners LP assumes no responsibility for any losses or damages, whether direct or indirect, that

arise out of the use of this information. Ninepoint Partners LP is not under any obligation to update or keep current the information contained

herein. The information should not be regarded by recipients as a substitute for the exercise of their own judgment. Ninepoint Partners LP is

the investment manager of the Ninepoint Gold and Precious Minerals Fund, the Ninepoint Energy Fund, the Ninepoint Gold Bullion Fund, the

Ninepoint Diversified Bond Fund, the Ninepoint Short-Term Bond Fund, the Ninepoint Silver Bullion Fund, the Ninepoint Enhanced Balanced

Fund, the Ninepoint Global Infrastructure Fund, the Ninepoint Global Real Estate Fund, Ninepoint Alternative Health Fund, the Ninepoint

International Small Cap Fund, the Ninepoint Concentrated Canadian Equity Fund, and the Ninepoint Core Bond Fund (the ‘‘Funds’’).

Commissions, trailing commissions, management fees and other expenses may be associated with these Funds. Please read the simplified

prospectus carefully before investing. The indicated rates of return are based on the historical annual compounded total returns, including

changes in unit value and reinvestment of all distributions, and do not take into account sales, redemption, distribution or optional charges or

income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed; their unit values and investment

returns will fluctuate, and past performance is not indicative of future performance

ninepoint partners lp partners lp ninepoint gold and precious minerals fund ninepoint energy fund...

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