ITEM 5. FEES AND COMPENSATION
ITEM 5.A. DESCRIPTION OF COMPENSATION ARRANGEMENTS
Juniper’s revenue is derived from management fees and carried interest allocations. Juniper and certain
affiliates also earn additional fees for the provision of other services to Clients as agreed to by each
Client. The description below of our fees and compensation is intended to provide a brief summary of
the more typical fee structures shared by certain types of our Clients and is not intended to depict every
scenario where such structures may differ. Specific terms of fee arrangements for each Client are
detailed in the Governing Documents and other agreements that Juniper enters with the Client.
(1) Management Fees
As investment adviser to the Managed Funds, Juniper generally receives management fees on a
quarterly basis based on annual fee rates, the amount of which varies depending upon the relevant
Managed Fund. Specific terms by which Juniper receives management fees for each Managed Fund
are set forth within the terms of the relevant Governing Fund Documents of that Managed Fund. The
management fee is generally 1.5% per annum based on either (i) outstanding principal balance (for
debt investments), or (ii) unreturned capital contributions of the Managed Fund investors (for equity
investments).
Management fees per annum for Managed Accounts are typically 1.5% of the account’s net asset value;
however, these fees are subject to change. Management fees for Managed Accounts are negotiated
between Juniper and the Managed Account client and take into consideration the scope of management
involved, the size of the account, and the particular investment objectives and needs of the Managed
Account client. For example, Managed Account clients may negotiate a lower fee on certain types of
assets within an account, such as cash, depending on the amount of cash in the account.
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(2) Performance-Based Fees
Juniper typically has the potential to earn performance-based compensation in the form of performance
fees or carried interest allocations from our Managed Funds. The amount, calculation, and timing of
the performance-based compensation are set forth in the terms of the Governing Fund Documents of
the Managed Fund. Generally, we are entitled to receive up to 20% of the realized profits of a Managed
Fund’s aggregate investments after the Managed Fund first distributes all contributed capital from the
inception of the Managed Fund to its investors. In some Managed Funds, the investors in the Managed
Fund may be entitled to receive an annual preferred return on unreturned capital, typically 7%, before
payment of any performance-based compensation to Juniper. As a result, Juniper generally receives a
profit or incentive allocation from a Managed Fund, if any, in the latter part of the Managed Fund’s
life, although earlier in the Managed Fund’s term we may receive tax distributions to cover our
allocable share of income taxes.
Our existing Managed Accounts pay performance-based fees based on terms reflected in their
respective Management Agreements. Those performance-based fees may be subject to a clawback
depending on certain circumstances described in the Management Agreement. In the future, other
Managed Accounts may also pay performance-based fees based on terms reflected in their respective
Management Agreements. All performance-based fees are negotiated and agreed upon in writing in
advance with each Managed Account client and may differ from the fees stated herein. Several factors
are considered in establishing a fee schedule, such as type of mandate, anticipated risk/return profile
of investments, size of portfolio, complexity of the relationship or strategy, and prior contractual
commitments.
(3) Other Fees
Juniper and/or its affiliates receive additional fees for other services they provide to Clients, and these
include:
Asset Management Fees and Other Investment-Level Fees
Subject to the terms of the relevant Client’s Governing Documents, Juniper and/or its affiliates earn
fees for performing property-level asset management services with respect to real estate assets held by
Clients. Although Juniper believes these services provided by Juniper or an affiliate are aligned with
the operational strategies of the real estate assets held by Clients and will enhance the performance of
those real estate assets and, relatedly, returns of the relevant Client, Juniper could have an incentive to
recommend the affiliated service provider because of its financial or other business interest. Juniper or
its affiliates may also charge other fees related to loan investments held by Clients, such as origination
fees, due diligence fees, servicing fees, special servicing fees, asset management fees, administrative
and documentation fees. In certain instances, Juniper’s affiliates may earn fees for performing property,
construction, or development, management, leasing and related or similar services with respect to real
property assets or investments held by Clients. In cases in which any of the foregoing fees are not
predetermined in the Governing Documents, they must be approved by the relevant Client or on behalf
of the Client (which can include approval for Managed Funds by investors or by an investor advisory
committee (“IAC”) of a Managed Fund on behalf of investors, as applicable) in accordance with the
Client’s Governing Documents or be consistent with those generally available in arm’s length
transactions. These fees do not offset any other fees payable to Juniper or its affiliates.
Other Benefits
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Juniper and its personnel and related parties will receive intangible and other benefits, discounts, and
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