Item 5: Fees and Compensation
A. Fees.
The following description of Juna’s fees is general in nature and may vary depending on a Client’s
investment objectives and limitations. Juna’s fees are negotiable.
Juna, or its affiliates, generally receives compensation from the Funds based on a percentage of
capital commitments and/or invested capital and performance-based compensation in the form of
“carried interest” or a performance allocation. Juna, or its affiliates, is generally entitled to receive
a management fee quarterly, in advance, from the applicable Fund equal to a percentage of capital
commitments to the Fund or, after the conclusion of the Fund’s investment period, a percentage of
the Fund’s invested capital. Juna typically receives or will receive a “carried interest” or
performance allocation, in each case, from the respective Fund. Performance allocations are
typically measured as a percentage of the profits of a Fund (which are typically subject to a
preferred return and a catch-up to Juna), and the rate for each Fund is determined separately for
each Fund. Juna may negotiate reductions from stated management fees and/or carried interest for
large investors and/or investors of strategic importance. Limited partners affiliated with Juna do
not bear fees or carried interest allocations. The applicable fees and performance allocation for
each Fund are disclosed to investors in the offering materials and governing agreements of each
Fund.
Besides the fees described above, Juna and its affiliates may charge the Funds transaction,
monitoring, break-up, or other similar fees (“Other Fees”), as negotiated and determined at the
time each Fund is established and as set forth in its governing documents. Generally, the Other
Fees will first be applied to reimburse Juna for its out-of-pocket expenses incurred in connection
with the transactions giving rise to such fees (or for unreimbursed expenses from other Fund or
portfolio company transactions). Typically, Juna retains any amounts paid to it, but the portion of
those amounts that are allocable to the limited partners (in proportion to their capital contributions
to the investment from which the fees arise or, if there is no such completed investment, in
proportion to their commitments) will reduce subsequent installments of the management fee
payable by such limited partners, provided that the management fee payable to Juna for any fiscal
quarter is not reduced below zero. In the event that the amount of Other Fees to be applied against
the management fee for any fiscal quarter exceeds the management fee for such period, such excess
is generally carried forward to reduce the management fee payable in subsequent quarters. For
more detailed information regarding such fees charged by Juna, please refer to each Fund’s
corresponding governing documents.
B. How Fees Are Charged
Management fees are typically payable by each Fund on a quarterly basis, in advance. The
management fee is typically funded with capital contributions drawn for such purpose, but may
also be funded with or withheld from proceeds from investments. Carried interest distributions
generally will (if earned in accordance with a Fund’s governing documents) be distributed to Juna
or its affiliate upon the disposition of one or more investments of a Fund. Juna cannot deduct any
fees directly from the Funds’ accounts and therefore must invoice the Funds for payment.
C. Other Fees and Expenses
In general, Juna pays its ordinary administrative and overhead expenses, incurred in connection
with managing, originating and monitoring investments, such as employee salaries, rent and
utilities.
In addition to the management fees and the carried interest described above, the Funds are subject
to customary expenses associated with conducting a Fund’s investment program, including,
without limitation: (i) fees, costs and expenses relating to the sourcing, purchasing, holding and
sale of investments, including the costs of unconsummated transactions and travel related thereto;
(ii) legal, auditing, bookkeeping, reporting, regulatory compliance and accounting (including tax
advisory, tax compliance and costs for preparation of reports to the Client and financial statements)
fees and expenses; (iii) all insurance and indemnification expenses; (iv) interest expenses and debt
service obligations, investment banking, brokerage fees, finders’ fees, custody, transfer,
registration, commissions, discounts, and other similar expenses; (v) costs associated with meeting
with limited partners, including related travel costs; (vi) extraordinary expenses such as litigation
expenses; (vii) expenses of liquidating any vehicles set up for the Client; (viii) costs and expenses
associated with the formation, launch and closing of such Fund; and (ix) taxes, fees or other
government charges levied against the Client investments and all expenses incurred in connection
with tax audit, investigation, settlement, regulatory compliance or review of the Client
investments.
Juna is entitled to, and may in the future, be reimbursed by a Fund for certain costs and expenses
related to the organization and operation of the Fund, as is further set out in the offering materials
and governing agreements of the applicable Fund.
As noted above, Juna cannot deduct any fees directly from the Funds’ accounts and therefore must
invoice the Funds for payment.
The foregoing list of expenses is not intended to be exhaustive and is qualified in its entirety by
the terms set out in the offering materials and governing agreements of each Fund.
D. Refunds for Fees Charged in Advance.
In the event of the termination of the investment management agreement between Juna and a Fund,
a portion of the management fee, pro-rated for the number of days remaining in the quarter after
termination, will be returned to investors in such Fund.
E. Compensation for Sales of Securities
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