Description of Services

Solutions available for purchase

1. Portal Boost
2. Deal Administration
3. Fund Administration
4. Annual Audited Financial Statements
5. Customer Identification and Watchlist Screening
6. Accounting Systems Integration

Additional activities included in Portal Boost, Deal Administration, and Fund Administration

7. Software Configuration Services
8. Managed Closes

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/...”), or Services Terms and Conditions (available at: “https://www.junipersquare.com/...”), 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/...”) for additional information.

1. Portal Boost
   1. Premium support
      1. Dedicated Portal Boost Manager with ability to update Client’s workspace
      2. Up to 8 hours of virtual customized training per year delivered by your dedicated Customer Success Manager via Zoom
      3. Up to 10 hours of implementation, setup or other data processing services (generally “Data Processing Services”) credit per year to support data accuracy and management, as identified in partnership with your Customer Success Manager
   2. Phased migration
      1. Accelerated implementation via two-phased migration process, if needed. Phase one limited to contact data only for fundraising purposes
   3. Configuration
      1. Includes Software Configuration Services (please see Section 7)
   4. User management
      1. Configure staff user roles in adherence with Client’s requirements
      2. Enable staff users to receive email updates for relevant CRM changes
   5. Fundraising
      1. Configure one prospective investor lead capture form per offering
      2. Configure one arena-wide prospective investor lead capture form
      3. Configure templates used for watermarking documents
   6. Subscriptions
      1. Includes unlimited Managed Closes (please see Section 8)
   7. Portal Boost exclusions
      1. Modification, alteration, change to, or any ongoing maintenance of, Client Data or documents not listed in this Description of Services or otherwise required in excess of Data Processing Services credit hours (see Premium Support above)
      2. Customization of notices and statements not supported by the Software
      3. Drafting or distributing communications (e.g., emails, statements/notices) by Client to its counterparties
      4. Maintenance, alteration, change to, or any ongoing maintenance of, transactions, balances, metrics, or other Client Data in the Software
      5. Configuration of waterfall settings
      6. Troubleshooting waterfall discrepancies
2. Deal Administration
   1. One-Time Activities
      1. Phased migration
         1. Accelerated implementation via two-phased migration process, if needed. Phase one limited to contact data only for fundraising purposes
      2. Configuration
         1. Includes Software Configuration Services (please see Section 7)
      3. Subscriptions
         1. Includes one close per deal as defined in Managed Closes (please see Section 8)
      4. Waterfall configuration
         1. Create waterfall structure, investor groups, and distribution cash flow allocations per applicable governing documents
   2. Ongoing Activities – Transactions
      1. Asset data
         1. Upload and update the following asset-level information to the Software: asset photos, asset location, asset type, asset size and net asset value
      2. Capital calls
         1. Calculate investor amounts for capital calls
         2. Calculate late close penalties for investors, as applicable
         3. Prepare capital call notices in accordance with Juniper Square’s industry standard formats
         4. Securely email capital call notices to investors via the Software
      3. Contribution reconciliation
         1. Update the Software to reflect contributions up to three times per capital call
         2. Client must provide a .csv file of recent bank transactions in order for Juniper Square to perform contribution reconciliation
      4. Distributions
         1. Calculate distribution amounts for each investor including calculating preferred returns and, as applicable, carried interest and promote (excludes calculation of tax withholding)
         2. Prepare distribution notices in accordance with Juniper Square’s industry standard formats
         3. Securely email distribution notices to investors via the Software
         4. Pay distribution amounts to investors via the Software; if not yet available in Software, Client’s bank portal may be used for wire distributions only
      5. Net asset value (“NAV”)
         1. Allocate Client-provided NAV to each investor
         2. Prepare NAV statements in accordance with Juniper Square’s industry standard formats
         3. Securely email NAV statements to investors via the Software
      6. Transfers
         1. Upon receipt of transfer instructions from Client, record investor transfers in the Software
   3. Other Ongoing Activities
      1. Contacts
         1. Add or update contacts no more than four times per month
         2. Client must provide contact information in Juniper Square’s tabular format
      2. Distribute investor communications via the Software up to two times per month; provided that such communication and associated documentation is final and not investor-specific (the foregoing shall be in addition to any communications made per the “Ongoing Activities – Transactions” section above)
      3. Payment instruction updates
         1. Subject to Client’s purchase of the Software, Client (or its investors if so permitted by Client) must submit payment instructions via the Software (Juniper Square may not update or otherwise change payment instructions)
      4. Tax (excluding preparation of tax forms)
         1. Subject to and upon instruction from Client, send reminders to investors to update their tax information in the Software
         2. Subject to and upon instruction from Client, distribute K-1s and other tax forms to investors via the Software
      5. Data exports
         1. Provide data exports via a Juniper Square-provided secure document workspace for Client to share with audit and tax specialists one time per year, including:
            1. Investor detail including name, type, Taxpayer Identification Number (TIN) / Social Security Number (SSN) and address
            2. Contributions, distributions and transfer activity
   4. Deal Administration Limitations
      1. All reports, statements, and notices will be in Juniper Square’s configurable, industry standard format, and must be distributed through the Software
      2. The following activities shall be conducted no more frequently than five times per year unless “Deal Administration Monthly Add-on, Professional” is purchased for the entity, in which case the following activities shall be conducted no more frequently than thirteen times per year:
         1. Calculating and paying distributions
         2. Securely emailing distribution notices
         3. Allocating NAV
         4. Securely emailing NAV statements
         5. Updating asset data
      3. Juniper Square can only support issuing payments if the following conditions are met:
         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)
      4. Waterfall configuration
         1. To the extent the Client has utilized a separate waterfall model for historical calculations, Juniper Square will not investigate the cause of the variance in historical source of waterfall tier balance variances; if a variance exists, Juniper Square will recommend a course of action to the Client that may include revision of existing data or addition of data for tier rebalancing
         2. Juniper Square, in its sole and absolute discretion, may choose to begin calculations from Client-provided tier balances for the applicable period
      5. Juniper Square requires advance notice for all requests, as follows:
         1. Distributions, contributions, capital calls and NAV statements: minimum 5 business days
         2. All other requests: minimum 3 business days
3. 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. Prepare the following in Juniper Square’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 changes in partners’ capital
            6. Partner capital account statements
         4. Interface with the loan servicer to receive and reconcile loan amortization calculations (applicable to Debt Funds only)
      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 Juniper Square’s formats and distribute via the Software:
            1. Entity balance sheet
            2. Entity income statement
            3. Entity statement of changes in partners’ capital
            4. Partner capital account statements
      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 Juniper Square’s formats and distribute via the Software:
            1. Entity balance sheet
            2. Entity income statement
            3. Partner capital account statements
   2. For All Entities:
      1. Phased migration
         1. Accelerated implementation via two-phased migration process, if needed. Phase one limited to contact data only for fundraising purposes
      2. Configuration
         1. Includes Software Configuration Services (please see Section 7)
      3. Subscriptions
         1. Includes Managed Closes (please see Section 8)
      4. Asset data
         1. Upload and update the following asset-level information to the Software: asset photos, asset location, asset type, asset size and net asset value
      5. Contacts
         1. Add or update contacts no more than four times per month
         2. Client must provide contact information in Juniper Square’s tabular format
      6. Tax (excluding preparation of tax forms)
         1. Subject to and upon instruction from Client, send reminders to investors to update their tax information in the Software
         2. Subject to and upon instruction from Client, distribute K-1s and other tax forms to investors via the Software
      7. Waterfall configuration
         1. Create waterfall structure, investor groups, and distribution cash flow allocations per governing documents
      8. Payments
         1. Timely manage the receipt of capital calls and disbursement of distributions
         2. 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. Payment instruction updates
         1. Subject to Client’s purchase of the Software, Client (or its investors if so permitted by Client) must submit payment instructions via the Software (Juniper Square may not update or otherwise change payment instructions)
      10. Data exports
          1. Provide data exports via a Juniper Square-provided secure document workspace for Client to share with audit and tax specialists one time per year, including:
             1. Investor detail including name, type, Taxpayer Identification Number (TIN) / Social Security Number (SSN) and address
             2. Contributions, distributions and transfer activity
             3. Reasonable audit and tax support, including providing entity-level financials, general ledger and trial balance information
      11. Record investor transfers in the Software upon receipt of transfer instructions from Client
      12. Distribute investor communications via the Software up to two times per month; provided that such communication and associated documentation is final and not investor-specific (the foregoing shall be in addition to any communications made per the “Services by Entity Type” section above)
   3. The foregoing Services shall be subject to the following limitations:
      1. All reports, statements, and notices will be in Juniper Square’s configurable, industry standard format, and must be distributed through the Software
      2. Juniper Square’s Managed Closes service must be used for any new subscriptions accepted by the fund directly (i.e., not through an intermediary such as a broker-dealer). Service includes configuration for one fundraise; configurations for additional fundraises are priced separately
      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 contingent upon timely receipt of underlying asset and other required supporting information
      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, redemptions (as applicable) and updating of asset data to occur no more frequently than quarterly
      8. Management fee calculations and payments to occur no more frequently than monthly
      9. Outgoing payments initiated by Juniper Square require Client’s use of Juniper Square’s third-party invoice processing software
      10. 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
      11. 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)
      12. Waterfall configuration
          1. The following waterfall types are priced separately:
             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. To the extent the Client has utilized a separate waterfall model for historical calculations, Juniper Square will not investigate the cause of the variance in historical source of waterfall tier balance variances; if a variance exists, Juniper Square will recommend a course of action to the Client that may include revision of existing data or addition of data for tier rebalancing
          3. Juniper Square, in its sole and absolute discretion, may choose to begin calculations from Client-provided tier balances for the applicable period
      13. Excludes calculation of estimated net income and creation of draft partner capital account and financial statements
      14. If the relevant fund is a Debt Fund, Client to send Juniper Square a monthly file in Juniper Square’s formats that includes the following information:
          1. Loan cash flows on a loan-by-loan basis
          2. Monthly loan interest income calculations
      15. Juniper Square requires advance notice for all requests, as follows:
          1. Distributions, capital calls, contributions and investor redemptions: minimum 5 business days
          2. Outgoing payments (excluding distributions): minimum 3 business days
4. Annual Audited Financial Statements
   
   Only available with purchase of Fund Administration
   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 cash flows
      5. Statement of changes in partners’ capital
      6. All related footnote disclosures
   2. For funds that have not previously had an audit, annual audited financial statements will be prepared in Juniper Square’s formats
5. 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
   2. If in Juniper Square’s reasonable discretion, information provided by a Unique Investor is incomplete, missing or is otherwise inadequate, Juniper Square shall be permitted to contact such Unique Investor to attempt to resolve such deficiency
   3. 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. Distribution 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. Individuals will be screened against PEPs lists only for the country in which they currently reside
      4. Watchlist checks shall be completed periodically at a cadence to be reasonably determined by Juniper Square
      5. No watchlist checks shall be completed for any Unique Investor whose identity could not be verified
      6. Juniper Square reserves the right in its sole discretion to amend, modify or otherwise change the watchlists used in connection with the foregoing Watchlist Screening Services
   4. For purposes of this Section 5 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
   5. 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.
6. Accounting Systems Integration
   
   Not included in all packages of Juniper Square. Please check your Order Form.
   1. Provide integration development documentation that describes project prerequisites and specifications
   2. Provision sandbox demo environment with integration enabled for purposes of testing uni- or bi-directional data transmission
   3. Provide uni- or bi-directional test plans and data quality assurance guidance
   4. Subject to Client’s written approval and the Software’s functionality, finalize the integration specification of configurable settings (non-standard integration requests are not supported)
   5. Based on scope determined by Client per Section 6.d, include or suppress Juniper Square ETL exports in the following areas (on both sandbox and production workspaces):
      1. Payment instructions
      2. Ownership records
   6. Based on settings determined by Client, configure the systems integrations parameters (on both sandbox and production workspaces)
   7. Install RSA key pairs and provision accounts on Juniper Square SFTP server
   8. Deploy integration on Client’s production workspace
   9. Reset sandbox demo environment as required for integration testing and validation (Client requests for reset may occur no more frequently than weekly)
   10. Train Client virtually to use the integration, review the integration logs and complete testing until enabled in Juniper Square production workspace
   11. The foregoing Services shall be subject to the following limitations:
       1. Training will be limited to the use of the Software, and neither Juniper Square nor its personnel will provide guidance on, or be required to view information through, any third-party software
       2. Integration development will be performed only once based upon the file specification provided and approved by the Client
   12. Ongoing service and support
       1. Maintain integration on an ongoing basis
       2. Provide advance notice to Client of feature upgrades that will impact integration
       3. Provide support for and resolve integration bugs escalated by the Client that relate to the Software
       4. Juniper Square requires minimum 5 business days advance notice for all Accounting Systems Integration support requests
       5. Limitations of ongoing service and support:
          1. Following the Date of Deployment, any modification, alteration, or other change to configuration parameters or specs or inclusion or suppression of any .csv files not supported (requests post-Date of Deployment are priced separately)
          2. Following the Date of Deployment, ongoing, sandbox demo environment testing, resetting, and support are not included
7. Software Configuration Services
   1. Field customization
      1. Configure custom data fields on contact, prospect, account, entity, position and offerings, if needed
   2. Portal
      1. Upload and configure Client-provided legal documents, including website Terms of Use, Privacy Policy, fundraising Non-Disclosure Agreement(s) and consent form for electronic tax document delivery
      2. Upload Client logo and matching color scheme to color of Client’s choice
      3. Configure settings
         1. Investor login page messaging
         2. First-time investor login welcome messaging
         3. About Client section
         4. Asset and portfolio disclosure section
         5. Entity and asset visibility
         6. Timing of portal invitations reminders
   3. Entities, positions, transactions and assets: For avoidance of doubt, Portal Boost does not include configuration of waterfall settings of any kind
      1. For each entity
         1. Configure entity type
         2. Configure investor groups
         3. Configure position ownership settings
         4. Configure yield, IRR, multiple metrics settings
      2. Across Client’s Juniper Square workspace
         1. Configure distribution and capital transaction allocation types
         2. Configure net asset value transaction allocation types
         3. Configure net income transaction allocation types for Portal Boost and Fund Administration only
         4. Configure asset import .csv file templates
      3. Documents and communications
         1. Configure document categories
         2. Configure investor email distributions lists
      4. Statements and notices
         1. Upload Client letterhead and configure page offsets to ensure compatibility with Software notices and statements
         2. Configure what information is included in statements and notices based on Client’s needs, subject to the Software’s functionality
      5. Payments
         1. Upload investment entity bank account information
         2. Configure payment methods accepted for the entity (check, ACH and/or wire)
      6. Tax
         1. Upon Client’s instruction, enable questionnaire in workspace to solicit information regarding tax status of an investor’s investing entity
8. Managed Closes
   1. Create and link each entity and each offering
   2. Convert execution-ready subscription document(s) (in Word format) for use within the Software, including:
      1. Configuring subscription document text and associated investor questionnaire in the Software
      2. Applying Software settings to support the subscription process
         1. Specify minimum and maximum investment amounts
         2. Express investment amounts as U.S. dollars or units
         3. Call all or a portion of a commitment upon closing for one or more cash flow types
         4. Specify acceptable distribution payment methods (e.g., ACH, check, wire)
         5. Configure Client’s (or its Affiliate’s) counter signature formalities
         6. Enable Client to reduce an investor’s commitment amount following Client’s (or its Affiliate’s) countersignature
         7. Designate an email address for Client (or its Affiliate) to execute documents via DocuSign
      3. Process reasonable change requests to configured subscription document(s) (such requests to be made promptly, and in any case, no more than 3 business days from Client’s receipt of the configured subscription document(s))
   3. Upon explicit written instruction by Client or authorized counsel on its behalf, send subscription packages to relevant prospects based on Client-provided data not more than ten times over the lifetime of the offering
      1. Add contact data for prospects to workspace as needed, but not more than ten times over the lifetime of the offering. Client must provide contact and prospect information in Juniper Square’s tabular format
   4. Void and resend subscription invites if requested by Client not more than ten times per offering
   5. Configure Customer Identification and Watchlist Screening (please see Section 5) (priced separately)
   6. Answer technical investor questions to support investors’ completion of the subscription documents within Juniper Square. Legal questions to be answered by Client
   7. Position creation
      1. Create investor positions for subscriptions accepted through Juniper Square’s online subscriptions feature on a weekly basis
      2. For investors that have subscribed outside Juniper Square’s online subscriptions, Client must provide position-level information in Juniper Square’s tabular format. Juniper Square will add investor positions for investors who have subscribed outside Juniper Square subscriptions no more than two times over the lifetime of the entity
   8. Managed Closes exclusions
      1. Ongoing investor support outside of answering technical investor questions to support investors’ completion of the subscription documents within Juniper Square (for example, legal questions or questions about the investment opportunity)
      2. Reviewing investors’ answers to subscription questions to ensure acceptable to Client
      3. Offered for Open End Funds only as a part of Fund Administration purchase
      4. Juniper Square requires minimum advance notice for all configuration requests: 5 business days from receipt of execution-ready subscription document(s).

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