Administration Services Statement of Work1

This Administration Services Statement of Work sets forth the Administration Services to be performed, as applicable, under that certain order form between Juniper Square, Inc. and Client (the “Order Form”), as amended from time to time, into which they are incorporated. Defined terms used herein shall have the meaning given to them in the Order Form, Terms and Conditions or Administration Services Terms, as applicable.

1. Fund Administration

  1. Services by Entity Type
    1. Each Standalone Fund, REIT, Single-Asset SPV, Master Fund, Feeder Fund and Co-Invest
      1. Perform the following calculations:
        1. Investor-level allocations for capital calls, distributions (excludes tax withholding calculations) and income / loss
        2. Partner capital account balances
        3. Entity-level realized gross and net IRRs
        4. Management fees
        5. Preferred returns
        6. Carried interest and promote calculations, as applicable
        7. Entity-level net asset value
        8. Post-close rebalancing, as applicable
        9. Late close penalties, as applicable
      2. Process investor redemptions, as applicable (Client shall process and track redemption requests)
      3. Process and record investor transfers
      4. Timely manage the receipt of capital calls and disbursement of distributions
      5. Prepare the following in JSQ AS’s formats and distribute via the Software:
        1. Capital call and distribution notices
        2. Redemption notices, as applicable
        3. Entity balance sheet
        4. Entity income statement
        5. Entity statement of cash flows
        6. Entity statement of changes in partners’ capital
        7. Partner capital account statements
      6. Distribute Schedule K-1 tax forms (excludes preparation thereof) and annual audited financial statements
      7. Provide reasonable audit and tax support, including providing documentation and responding to relevant audit and tax specialists
      8. Act as agent, for and at the direction of Client as principal, to process Client requests for payments and receipts on behalf of a covered entity
      9. Interface with the loan servicer to receive and reconcile loan amortization calculations2
    2. Each Joint Venture or Blocker
      1. Perform the following calculations:
        1. Investor-level allocations for distributions (excludes tax withholding calculations) and income / loss
        2. Partner capital account balances
        3. Preferred returns
        4. Carried interest and promote calculations, as applicable
        5. Entity-level net asset value
      2. Prepare the following in JSQ AS’s formats and distribute via the Software:
        1. Entity balance sheet
        2. Entity income statement
        3. Entity statement of cash flows
        4. Entity statement of changes in partners’ capital
      3. Distribute Schedule K-1 tax forms (excludes preparation thereof) and annual audited financial statements
      4. Provide reasonable audit and tax support, including providing documentation and responding to relevant audit and tax specialists
      5. Act as agent, for and at the direction of Client as principal, to process Client requests for payments and receipts on behalf of a covered entity
    3. Each GP Entity
      1. Perform the following calculations:
        1. Investor-level allocations for distributions (excludes tax withholding calculations) and income / loss
        2. Partner capital account balances
        3. Entity-level net asset value
      2. Prepare the following in JSQ AS’s formats and distribute via the Software:
        1. Entity balance sheet
        2. Entity income statement
        3. Entity statement of cash flows
        4. Entity statement of changes in partners’ capital
        5. Partner capital account statements
      3. Distribute Schedule K-1 tax forms (excludes preparation thereof) and annual audited financial statements
      4. Provide reasonable audit and tax support, including providing documentation and responding to relevant audit and tax specialists
      5. Act as agent, for and at the direction of Client as principal, to process Client requests for payments and receipts on behalf of a covered entity
  2. Limitations to Services

    The foregoing Services shall be subject to the following limitations:

    1. U.S. GAAP or U.S. tax-basis accounting only
    2. All transactions and reporting shall be made in U.S. dollars
    3. Quarterly reporting periods only, and quarterly reporting deadlines of no fewer than 45 calendar days after the close of the relevant quarter
    4. Net asset value calculations, performance calculations, distribution windows, and redemption windows (as applicable) to occur no more frequently than quarterly
    5. Management fee calculations and payments to occur no more frequently than monthly
    6. Services to be provided for up to and including:
      1. Base Single Asset SPV
        1. 300 positions
        2. 5 fundraising closings
        3. 5 capital calls
      2. Base Standalone Fund
        1. 300 positions
        2. 10 fundraising closings
        3. 15 capital calls

2. Annual Audited Financial Statements

  1. Prepare initial drafts of the following annual audited financial statements in accordance with U.S. GAAP or U.S. tax-basis accounting standards:
    1. Balance sheet
    2. Schedule of investments
    3. Income statement
    4. Statement of changes in partners’ capital
    5. Statement of cash flows
    6. All related footnote disclosures

3. Managed Subscriptions

  1. Technical Subscription Configuration Services
    1. Subject to instructions and consent from Client or its counsel:
      1. Convert the Word execution version of Client’s subscription document(s) (each, a “Subscription Document”), for use within the Software, including:
        1. Configure and format Subscription Document text and associated investor questionnaire(s), including configuring data fields and custom questions
        2. Create an entity in the Software in accordance with the naming convention used in the Subscription Document
        3. Apply Software settings, including:
          1. to specify minimum and maximum investment amounts
          2. to express investment amounts as U.S. dollars or units
          3. to call all or a portion of a commitment upon closing for one or more cash flow types
          4. to specify acceptable distribution payment methods (e.g., ACH, check, wire)
          5. to configure Client’s (or its Affiliate’s) counter signature formalities
    2. Distribute Subscription Document(s) and relevant tax documentation (e.g., W-8 or W-9 tax forms) (together, a “Subscription Package”)
    3. The foregoing Services shall, in respect of each Subscription Document, be performed only once. Client shall provide the Subscription Document(s) reasonably in advance of the date on which Client desires JSQ AS to distribute the Subscription Packages. Following JSQ AS’s distribution of the Subscription Packages, any modification or change to the underlying Subscription Document(s) that requires additional configuration shall trigger an additional charge of $1,000.00 for each Subscription Document to which such modification is made.
  2. Subscription Review Services
    1. Review Subscription Packages submitted by prospective investors via the Software for completeness; provided that JSQ AS may, in its reasonable discretion, limit the scope of its review to the extent required if the Subscription Package includes exhibits, addenda or other documentation that must be executed through a third party (e.g., DocuSign) before it is available for review.
    2. Send reminders to prospective investors to submit any outstanding Subscription Packages
    3. Support prospective investors with technical issues that may arise in connection with a Subscription Package
    4. Upon receipt of a complete Subscription Package and Client’s countersignature, JSQ AS shall create a corresponding Position in the Software. Client shall retain absolute discretion as to whether to accept and render effective any Subscription Package.
  3. Limitations to Services The foregoing Services shall be subject to the following limitations:

    Standard

    Premium

    Unlimited

    Subscription Document(s) for configuration

    1

    No Limit

    No Limit

    Positions

    75 or fewer

    200 or fewer

    No Limit

    Entity Domicile

    U.S. only

    No Limit

    No Limit

    Support for subscriptions facilitated through third-party fiduciaries (e.g., registered investment advisers, broker-dealers)

    No

    No

    Yes

4. Managed Subscriptions Plus

  1. Know Your Customer (“KYC”) Identity Verification Services
    1. Verify the identity of prospective Unique Investors via:
      1. information self-reported by prospective Direct Investors,
      2. third-party databases,
      3. knowledge-based authentication (KBA) and/or
      4. review of prospective Unique Investors’ documentation.
    2. KYC Identity Verification services to be provided once per Unique Investor, concurrent with the Unique Investor’s initial investment.
  2. Watchlist Screening Services
    1. Unique Investors shall be checked for inclusion within the following watchlists:
      1. Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals (OFAC SDN) List
      2. OFAC Non-SDN List
      3. OFAC Sanctions List
      4. Politically Exposed Persons (PEPs) List
    2. Bank information for each Direct Investor (e.g., bank name, bank location) shall be checked for inclusion within the following:
      1. Section 311 Special Measure List (FinCEN)
      2. Financial Action Task Force (FATF) Countries of Concern List
    3. Watchlist checks shall be completed periodically at a cadence to be reasonably determined by JSQ AS
    4. No watchlist checks shall be completed for any Unique Investor whose identity could not be verified.
    5. JSQ AS reserves the right in its sole discretion to amend, modify or otherwise change the watchlists used in connection with the foregoing Watchlist Screening Services.
  3. For purposes of this Section 4:
    1. “Direct Investor” shall mean: Natural persons and entities that invest directly into the applicable entity.
    2. “Unique Investor” shall mean: (i) if a Direct Investor is a natural person, such Direct Investor; (ii) if a Direct Investor is a legal entity, (A) such legal entity and, as designated by each investor and without duplication (B) each of its (1) authorized signatories and (2) any “beneficial owner” of more than 25% of the issued and outstanding equity of such Direct Investor (each, a “25% Owner”); provided that if there are no 25% Owners, the applicable “control person” (as designated by each investor) of such legal entity and (iii) the beneficiaries of the bank account of the Direct Investor.
  4. The foregoing Administration Services are neither intended to, nor should be assumed to, replace or otherwise supersede Client’s or its Affiliate’s efforts to perform due diligence and confirm the qualifications or suitability of any investor to invest. Client shall remain solely responsible for interpreting and identifying a proper course of action following performance of the foregoing Administration Services. Client should consider whether any enhanced due diligence procedures may be necessary given its prospective customer base (e.g., politically exposed persons, non-governmental organization, foreign consulate).

Appendix

Definitions

For purposes of this Administration Services Statement of Work, the definitions of terms used are as follows:

BlockerAn entity used for tax planning purposes (e.g., tax-exempt persons, non-U.S. persons).
Co-InvestAn entity that invests in parallel to a standalone fund.
Debt FundA Standalone Fund that is closed-end, open-end, or master fund that accepts capital from third parties for investment in debt.
Feeder FundAn entity that accepts investment from third parties and passes on those funds to a “master fund” for investment in assets.
GP EntityAn entity that serves as a general partner, managing member or “sponsor” to a standalone fund.
Joint VentureAn entity that reflects two or more parties’ arrangement to pursue a commercial enterprise.
Master FundAn entity that accepts investment from one or more Feeder Funds to invest in multiple assets.
PositionA discrete beneficial interest in an entity held through an account. JSQ AS shall determine the number of positions in respect of any investment entity in its reasonable discretion.
REITA real estate investment trust benefitting from specific tax treatment.
Single Asset SPVAn entity that accepts capital from third parties for a single asset directly or alongside a standalone fund.
Standalone FundAn entity that is an open-end, closed-end or master fund that accepts capital from third parties for investment.

1. Please refer to the Appendix for definitions of terms used.

2 Only applicable if applicable entity is a Debt Fund.