Item 5: Fees and Compensation
Fees and expense arrangements are described in detail in each Client’s Governing Documents. The
fee and expense terms reflect the particular needs and characteristics of the services provided to each
Client, and as a result, are negotiable. Juniper Hill may waive or modify provisions of the Governing
Documents with respect to a specific investor in a Client, including the fees charged to the respective
investor without obtaining the consent of any other investor in such Client.
Management Fees and Performance Compensation
In connection with providing advisory services to Clients, Juniper Hill typically charges each Client a
management fee that is generally equal to a percentage of the assets held in a Client account, although
Juniper Hill may also charge fees using other methodologies, including on a fixed-fee basis. In the
case of the Fund, in addition to an asset-based management fee, Juniper Hill is also entitled to a
management fee on a percentage of the Fund’s unfunded commitments although Juniper Hill has
waived the charge for a period of time as of the date of this Brochure. Advisory fees will generally be
deducted from the Client accounts, typically in advance, on a quarterly basis, but may be paid in any
other manner as set forth in the relevant Governing Documents. In the event an advisory relationship
is terminated, any unearned fees (beyond agreed-upon minimum fees) will be refunded on a pro rata
basis to the applicable Client. Additionally, as described in more detail below in Item 6: Performance-
Based Compensation and Side-by-Side Management, Juniper Hill is also entitled to performance-based
compensation on a percentage of capital appreciation in respect of certain Client accounts.
In addition to Juniper Hill’s management fees and performance-based compensation, Clients typically
incur fees charged by the general partner or manager of underlying investments into which Juniper Hill
invests on behalf of the Clients.
The expenses charged to Clients are set forth in detail in the Clients’ Governing Documents. Below is
summary of those expenses.
Organizational Expenses
The Fund generally pays for expenses related to its organization (subject to certain agreed upon caps
in the Governing Documents). Such expenses include legal expenses associated with the offering and
formation of the Fund and negotiations with investors, expenses of tax advisors in connection with
structuring, filing expenses and fees incurred in connection with organizing and establishing the Fund
and its affiliates, and expenses incurred in connection with marketing and offering of interests in the
Fund (including certain travel, meals and lodging expenses, and printing costs incurred in connection
with the offering of interests in the Fund).
Investment and Operational Expenses
The Fund generally bears all costs and expenses directly related to its investment program, including
(i) management fees; (ii) expenses (including reasonable transportation, meal and lodging expenses of
the personnel of the General Partner, the Adviser and their affiliates) relating to the origination,
evaluation, diligence, structuring, acquisition, financing, asset management, holding, monitoring,
capitalization and sale or disposition of actual and potential investments (whether or not consummated)
and temporary investments, including all out-of-pocket fees, costs, and expenses fairly allocable to the
Fund in negotiating non-disclosure agreements and other similar agreements related to evaluating
actual or potential investments and any expenses agreed to be borne by the Fund under any agreement
related to the acquisition of investments from the Originating Family Office; (iii) sales commissions
and fees, commitment fees, non-refundable deposits and costs and expenses incurred in connection
with the acquisition or disposition of actual or potential investments (whether or not consummated);
(iv) fees, costs and expenses incurred in obtaining research and other information for the benefit of the
Fund, including information service subscriptions as well as expenses incurred to operate and maintain
market information systems and information technology systems used to obtain such research and other
related information (such as phone and internet charges); (v) carried interest, incentive allocations,
management fees or similar fees, costs and expenses payable or allocable to joint venture partners or
payable pursuant to the terms of an investment; (vi) principal and interest and fees, commissions, costs
and expenses and other amounts payable related to or arising from any indebtedness or hedging
activities of the Fund, including the Fund’s credit facility; (vii) fees, costs and expenses relating to
obtaining investment and market research and information, whether or not they relate to a particular
investment, including expenses (including reasonable transportation, meal and lodging expenses of the
personnel of the General Partner, the Adviser and their affiliates) related to conferences and meetings
in connection therewith; costs related to the operations of the Fund, including fees and expenses of any
third-party administrator; (viii) fees and expenses of experts, appraisers, custodians, outside counsel,
consultants, accountants, auditors, tax return preparers and other professionals, including expenses
associated with the preparation of the financial statements and tax returns and other tax filings of the
Fund (including any such persons retained by the Fund’s advisory committee); (ix) premiums for
casualty and other insurance protecting the Fund and its property and investments from loss; (x)
premiums for insurance protecting the Fund and certain persons from liabilities to third parties in
connection with investments and other activities; (xi) expenses related to organizing, maintaining,
operating and restructuring entities through or in which investments may be made; (xii) expenses of
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