Description of Services

1. Investor Operations
2. Investor Accounting – Standard
3. Investor Accounting – Premier
4. Fund Administration
5. Annual Audited Financial Statements
6. Subscription Configuration
7. Waterfall Configuration
8. Customer Identification and Watchlist Screening

This Description of Services sets forth the Services to be performed, as applicable, under that certain Order Form by and among Juniper Square, Inc., JSQ Administrative Services LLC (“JSQ AS”) and Client (the “Order Form”), as amended from time to time, into which they are incorporated. Capitalized terms used herein shall have the meaning given to them in the Order Form, Master Terms and Conditions (available at: “https://www.junipersquare.com/terms-and-policies/MSA”), or Services Terms (available at: “https://www.junipersquare.com/terms-and-policies/services-terms”), as applicable. Some Services shall be subject to a separate charge as indicated below; please refer to our Rate Card (available at: “https://www.junipersquare.com/terms-and-policies/rate-card”) for additional information.

1. Investor Operations
   1. Create and update investment entities
   2. Create investor positions
   3. Capital calls
      1. Upload Client-provided capital call amounts for each investor to the Software
      2. Prepare capital call notices in accordance with JSQ AS’s formats
      3. Distribute capital call notices to investors via the Software
   4. Distributions
      1. Upload Client-provided distribution amounts for each investor to the Software
      2. Prepare distribution notices in accordance with JSQ AS’s formats
      3. Distribute distribution notices to investors via the Software
      4. Pay distribution amounts to investors via the Software
   5. Based on information provided by Client, upload and update the following asset-level information to the Software:
      1. Asset photos
      2. Asset location
      3. Asset type
      4. Asset size
      5. Net asset value
   6. Record investor transfers in the Software
   7. Distribute Schedule K-1 tax forms (excludes preparation thereof) via the Software
   8. Prepare and distribute investor reports in accordance with JSQ AS’s formats
   9. Distribute Client-provided documents to investors via the Software
   10. Set up data room with Client-provided documents and send data room invitations to prospects designated by Client in the Software
   11. Subscription configuration (priced separately)
   12. The foregoing Services shall be subject to the following limitations:
       1. All reports, statements, and notices will be in JSQ AS’s configurable format, distributed through the Software
       2. All data, including investor position, capital call, distribution and asset information as well as investor transfers for more than 30 investors, must be provided to JSQ AS via spreadsheet in JSQ AS’s formats
       3. The following activities shall be conducted no more frequently than quarterly unless Additional Reporting is purchased for the entity, in which case the following activities shall be conducted no more frequently than monthly:
          1. Distribution of distribution notices, Client-provided documents and investor reports
          2. Updating of asset-level information
       4. JSQ AS can only support payments made via the Software with the following features:
          1. Payments must be made from, and to, an account tied to a U.S. physical location, mailing address and, as applicable, an Employer Identification Number (EIN) or Social Security Number (SSN)
          2. Client’s or its Affiliate’s bank account must be:
             1. A business transaction account (i.e., checking account or demand deposit account)
             2. Enabled with ACH credit capabilities and at a bank that accepts standard, third party NACHA files via direct upload to an online banking portal (required if paying distributions via ACH)
       5. JSQ AS requires advance notice for all requests, as follows:
          1. Subscription configuration: minimum 7 business days
          2. All other requests: minimum 3 business days
2. Investor Accounting – Standard
   
   Investor Accounting – Standard shall include all the activities in Investor Operations plus the following activities:
   1. Capital Calls
      1. Calculate investor amounts for capital calls
      2. Calculate late close penalties for investors, as applicable
   2. Contributions (priced separately)
      1. Process receipt of contribution amounts from investors
      2. Update the Software to reflect contributions received
      3. Notify Client of any outstanding funds due from investors (occurs once post-close)
   3. Distributions
      1. Calculate distribution amounts for each investor including calculating preferred returns and, as applicable, carried interest and promote (excludes tax withholding calculations)
   4. Net asset value statements
      1. Allocate Client-provided net asset value to each investor
      2. Prepare net asset value statements in accordance with JSQ AS’s formats
      3. Distribute net asset value statements to investors via the Software
   5. The foregoing Services shall be subject to the following limitations, in addition to the limitations set forth in Investor Operations:
      1. The following activities shall be conducted no more frequently than quarterly unless Additional Reporting is purchased for the entity, in which case the following activities shall be conducted no more frequently than monthly:
         1. Calculation of distributions and net asset value allocations
         2. Distribution of net asset value statements
      2. Waterfalls will be configured in accordance with the activities and limitations described in Waterfall Configuration
      3. JSQ AS requires advance notice for all requests, as follows:
         1. Distributions: minimum 5 business days
         2. All other requests: minimum 3 business days
3. Investor Accounting – Premier
   
   Investor Accounting – Premier shall include all the activities in Investor Operations plus the following activities:
   1. Capital Calls
      1. Calculate investor amounts for capital calls
      2. Calculate late close penalties for investors, as applicable
   2. Contributions (priced separately)
      1. Process receipt of contribution amounts from investors
      2. Update the Software to reflect contributions received
      3. Notify Client of any outstanding funds due from investors (occurs once post-close)
   3. Multiple close rebalancing (priced separately)
      1. Rebalance prior capital calls and calculate penalties due to new investors subscribing to the entity after the initial close
      2. Rebalance prior income / loss allocations
   4. Distributions
      1. Calculate distribution amounts for each investor including calculating preferred returns and, as applicable, carried interest and promote (excludes tax withholding calculations)
   5. Partner capital account (PCAP) statements
      1. Allocate Client-provided entity income / loss to partner capital accounts
      2. Update partner capital account balances
      3. Prepare PCAP statements in accordance with JSQ AS’s formats
      4. Distribute PCAP statements to investors via the Software
   6. The foregoing Services shall be subject to the following limitations, in addition to the limitations set forth in Investor Operations:
      1. The following activities shall be conducted no more frequently than quarterly unless Additional Reporting is purchased for the entity, in which case the following activities shall be conducted no more frequently than monthly:
         1. Calculation of distributions, income / loss allocations and partner capital account balances
         2. Distribution of PCAP statements
      2. Waterfalls will be configured in accordance with the activities and limitations described in Waterfall Configuration
      3. JSQ AS requires advance notice for all requests, as follows:
         1. Distributions: minimum 5 business days
         2. All other requests: minimum 3 business days
4. 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 allocations for capital calls, distributions (excludes tax withholding calculations) and income / loss
            2. Partner capital account balances
            3. Entity-level realized and unrealized gross and net IRRs
            4. Management fees
            5. Preferred returns
            6. Carried interest and promote, as applicable
            7. Entity-level net asset value
            8. Multiple 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. Based on information provided by Client, upload and update the following asset-level information to the Software:
            1. Asset photos
            2. Asset location
            3. Asset type
            4. Asset size
            5. Net asset value
         7. Distribute Schedule K-1 tax forms (excludes preparation thereof) and annual audited financial statements via the Software
         8. Provide reasonable audit and tax support, including providing entity-level financials, general ledger and trial balance information and other supporting information
         9. 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
         10. Interface with the loan servicer to receive and reconcile loan amortization calculations ¹
         11. Set up data room with Client-provided documents and send data room invitations to prospects designated by Client in the Software
      2. Each Joint Venture or Blocker
         1. Perform the following calculations:
            1. Investor allocations for capital calls, distributions (excludes tax withholding calculations) and income / loss
            2. Partner capital account balances
            3. Preferred returns
            4. Carried interest and promote, 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. Based on information provided by Client, upload and update the following asset-level information to the Software ²:
            1. Asset photos
            2. Asset location
            3. Asset type
            4. Asset size
            5. Net asset value
         4. Distribute Schedule K-1 tax forms (excludes preparation thereof) and annual audited financial statements via the Software
         5. Provide reasonable audit and tax support, including providing entity-level financials, general ledger and trial balance information and other supporting information
         6. 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 allocations for capital calls, 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 via the Software
         4. Provide reasonable audit and tax support, including providing entity-level financials, general ledger and trial balance information and other supporting information
         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. The foregoing Services shall be subject to the following limitations:
      1. All reports, statements, and notices will be in JSQ AS’s configurable format, distributed through the Software
      2. JSQ AS’s Subscription Configuration service must be used for any new subscriptions accepted by the fund directly (i.e., not through an intermediary such as a broker-dealer)
         1. Service includes configuration for one fundraise; configurations for additional fundraises priced separately
         2. For subscriptions sourced through an intermediary or otherwise not through the Juniper Square Subscriptions process, Client will send JSQ AS position information in tabular format via a template provided by JSQ AS
      3. U.S. GAAP or U.S. tax-basis accounting only
      4. All transactions and reporting shall be made in U.S. dollars
      5. Quarterly net asset value calculations and quarterly reporting periods only, with deadlines of no fewer than 45 calendar days after the close of the relevant quarter
      6. For new funds issuing their first capital call or receiving their first contribution, the first net asset value calculation and the first reporting period (including the preparation of financial statements and partner capital account statements) shall cover a period that includes the partial quarter in which the capital call or contribution occurred and the following quarter
      7. Performance calculations, distributions, and redemptions (as applicable) to occur no more frequently than quarterly
      8. Management fee calculations and payments to occur no more frequently than monthly
      9. Asset-level information shall be updated no more frequently than quarterly
      10. Any information provided by Client to be loaded to the Software, including investor transfers for more than 30 investors, shall be provided in tabular format
      11. For each base entity and each affiliated add-on entity, services to be provided for up to and including:
          1. Each Base Single Asset SPV and each affiliated Add-on entity:
             1. 300 positions
             2. 5 fundraising closings
             3. 5 capital calls
          2. Each Base Standalone Fund and each affiliated Add-on entity:
             1. 300 positions
             2. 10 fundraising closings
             3. 15 capital calls
      12. Client’s or its Affiliate’s bank account must be:
          1. A business transaction account (i.e., checking account or demand deposit account)
          2. Enabled with ACH credit capabilities and at a bank that accepts standard, third party NACHA files via direct upload to an online banking portal (required if paying distributions via ACH)
      13. Client to send JSQ AS a monthly file in JSQ AS’ formats that includes the following information ¹:
          1. Loan cash flows on a loan-by-loan basis
          2. Monthly loan interest income calculations
      14. JSQ AS requires advance notice for all requests, as follows:
          1. Distributions: minimum 5 business days
          2. Capital calls: minimum 5 business days
          3. Invoice payments: minimum 3 business days
          4. Subscription configuration: minimum 7 business days
             
             1. Only applicable if the applicable entity is a Debt Fund.
             2. Not available if the applicable entity is a Blocker.
5. 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
   2. For funds that have not previously had an audit, annual audited financial statements will be prepared in JSQ AS’ formats
6. Subscription Configuration
   1. Subject to instructions and consent from Client or its counsel, 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
         6. to enable Client to reduce an investor’s commitment amount following Client’s (or its Affiliate’s) countersignature
      4. Designate an email address for Client (or its Affiliate) to execute documents via DocuSign
   2. JSQ AS requires minimum 7 business days advance notice for Subscription Configuration
7. Waterfall Configuration
   1. Within the Software:
      1. Review operating agreement
      2. Review existing model of waterfall, if any
      3. Set up waterfall for the applicable entity according to the entity’s applicable governing documents
      4. Recommend required changes to the Client’s workspace in order to configure the waterfall for the applicable entity
   2. Offline Configuration (if not supported by Software)
      1. Review operating agreement
      2. Review existing model of waterfall, if any
      3. Create model for the waterfall (the “Model”) to calculate investment-level waterfall tiers and other terms per the applicable entity’s governing documents Model will be utilized for ongoing Waterfall Support (see Waterfall Support below)
   3. Waterfall Support (only applicable for Offline Configuration)
      1. Receive Client request to initiate a distribution using the waterfall
      2. Utilize the Model to calculate point-in-time investor-level distribution allocations
      3. Submit results to Client via the Software for approval
   4. The foregoing Services shall be subject to the following limitations:
      1. Excludes services for the following waterfall types:
         1. Waterfalls for open-end funds
         2. Deal-by-deal waterfalls, sometimes referred to as “American waterfalls”
         3. Waterfalls with tier hurdles based on asset-level operating performance, such as an occupancy threshold
      2. JSQ AS requires all applicable data for the entity (investor positions, historical distributions, etc.) to be reflected in the Client’s workspace. JSQ AS also requires advance notice for Waterfall Configuration requests, as follows:
         1. 2 weeks for between 0-5 entities
         2. 1 month for 6-20 entities
         3. 6 weeks for 21-40 entities
         4. Any amount greater than 40 entities will be given a custom estimate
      3. To the extent the Client has utilized a separate waterfall model for historical calculations, JSQ AS will not investigate or reconcile waterfall tier balance variances, if applicable.
      4. JSQ AS may require changes to the Client’s workspace in order to set up the waterfall in the Software; failure to approve completion of the required changes will result in termination of the waterfall configuration.
      5. For Offline Configuration, JSQ AS, in its sole and absolute discretion, may choose to begin calculations from Client-provided tier balances for the applicable period.
      6. Waterfall Support:
         1. Calculation and upload of distributions to Software may occur no more than six (6) times annually
         2. JSQ AS requires minimum 5 business days advance notice for all Waterfall Support requests
      7. In respect of the Services provided under this Section 7, Client must validate or otherwise approve calculations and results generated by JSQ AS prior to final configuration in the Software or in connection with Waterfall Support, as applicable.
8. Customer Identification and Watchlist Screening
   1. Customer Identification
      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. Customer Identification services to be provided once per Unique Investor, concurrent with the Unique Investor’s initial investment.

      If in JSQ AS’s reasonable discretion, information provided by a Unique Investor is incomplete, missing or is otherwise inadequate, JSQ AS shall be permitted to contact such Unique Investor to attempt to resolve such deficiency.

   2. Watchlist Screening
      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.

      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 8 of this Description of Services:
      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, (1) such legal entity and, as designated by each investor and without duplication (2) each of its (A) authorized signatories and (B) 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 Services are neither intended to, nor should be assumed to, replace or otherwise supersede Client’s or any of its Affiliates efforts to perform due diligence and confirm the qualifications or suitability of any investor to invest, or otherwise confirm the accuracy or sufficiency of information such an investor may submit to Client or its Affiliate(s) in connection with an offering of securities. 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). Client shall remain solely responsible for interpreting and identifying a proper course of action following performance of the foregoing Services.

Appendix

Definitions

For purposes of this Description of Services, the definitions of terms used are as follows:

Previous versions of this page:

• Description of Services published March 2021
• Administration Services Statement of Work published October 2020