FEES AND COMPENSATION
As detailed below, Juniper or an affiliate receives a management fee (the “Management Fee”), and its
affiliated General Partners are allocated carried interest as compensation for providing investment advisory
services to certain of the Funds. Differences exist from Fund to Fund, and certain Funds may not charge
certain fees, compensation or expenses that other Funds charge. In addition, the general partner of each
Fund may, in its sole discretion, waive or reduce an investor’s Management Fee or carried interest.
Juniper has exempted and may in the future exempt past or present principals, employees, senior advisors,
certain service providers and certain executive management members of portfolio companies from payment
of all or a portion of Management Fees and/or carried interest on their direct or indirect investment in one
or more Funds.
Further specific details of Management Fees, performance-based fees or allocations, fund expenses and fee
waivers are described below, but are more fully set forth in a respective Fund’s PPM and governing
documents, including such Fund’s partnership agreement.
Management Fee
As of the date of this brochure, (a) Fund II no longer pays Management Fees and (ii) Fund III pays
Management Fees in an amount equal to 1.5% of the invested capital contributed to Fund III by each
investor in respect of investments held by Fund III at each Management Fee determination date less the
amount contributed by such investor to Fund III in respect of investments that have been written-off.
The Management Fee for Fund III is typically required to be paid quarterly in advance by way of a
drawdown of capital from investors in Fund III but may be paid from any other asset owned by Fund III
(including amounts received by Fund III in respect of a portfolio investment and/or reserved by Fund III).
Juniper is permitted to waive, reduce or otherwise modify the Management Fee for any investor in Fund III
with the result being that investors in Fund III may pay different Management Fees.
Fund III’s Management Fees may be reduced with respect to each limited partner, but not below zero, by
the sum of (i) the amount contributed by such limited partner to pay placement fees paid or payable by
Fund III and any excess organizational expenses of Fund III, in each case, since the preceding payment
date, and (ii) such limited partner’s pro rata share of any Fee Income (as defined below) received by Juniper
in the prior calendar quarter. Upon termination of Fund II or Fund III, as applicable, in the event that there
is an unapplied balance of amounts that would otherwise reduce the Management Fee, Juniper will promptly
refund to each limited partner (subject to any applicable withholding and applicable law), an amount in
cash equal to the product of the Management Fee earned by Juniper over the term of the applicable Fund
for which such limited partner was responsible and the limited partner’s share of such amounts.
With respect to the Co-investment Funds, Juniper has in the past and may again in the future receive certain
fees, including without limitation a management fee or an administrative fee, from the applicable Co-
investment Fund. Such fees may be paid to Juniper or an affiliate in connection with its ongoing
management of an investment. In addition, such fees may be used to pay for certain recurring expenses
(e.g., audited financial statements, insurance premiums) that traditionally are charged to a Fund’s investors
as “fund expenses”. Such fees will not offset the Management Fees charged to the investors of any other
Fund.
Investors in a Fund are expected to participate in that Fund for the duration of its term. Subject to the
applicable Fund’s governing documents, should Juniper’s services be terminated before its services are
provided in full as a result of a termination of the Fund, fees that have been paid in advance will generally
be prorated to reflect payment only for the period of time in which services were provided.
Performance or Carried Interest Allocation
Distributions to investors in Fund II and Fund III may be subject to carried interest or other profit-based
allocations for the benefit of Juniper or an affiliate. Generally, such performance or carried interest
allocation is equal to 20% of distributions otherwise payable to such limited partner after a return to such
limited partner of its aggregate capital contributions to such Fund plus an agreed-upon annual return (or
performance hurdle). These amounts are paid from cash otherwise distributable to such limited partner,
such as receipt by such Fund of interim distributions from a portfolio investment or proceeds from the sale
of a portfolio investment. Juniper is permitted to waive, reduce or otherwise modify the performance
allocation for any limited partner in a Fund with the result being that investors in that Fund may pay
different performance-based compensation.
With respect to the Co-investment Funds, Juniper or an affiliate may receive a carried interest allocation
from such Co-investment Funds. Such carried interest allocation may be made to a General Partner that is
different than the General Partner of the Fund with which such Co-investment Fund is co-investing. In
connection with the foregoing, the carried interest allocation may be greater than or less than the carried
interest allocation paid to Juniper or its affiliate by the Fund with the result that the return to investors in
the Co-investment Fund with respect to an investment in a portfolio company may be different than the
return to investors in the Fund in connection with an investment in the same portfolio company.
Other Fees and Expenses
Juniper or certain of its affiliates may receive certain cash and non-cash fees from portfolio companies (or
potential portfolio companies) in which a Fund invests (or may invest) in connection with the purchase,
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