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Juniper Square - Rev. March 2021

Migration Terms

These Migration Terms and Conditions (the “Migration Terms”) set forth the terms and conditions for data migration and setup of the Software to be licensed by Juniper Square, Inc. (“JSQ”), and certain Services (as further described in the Description of Services available at: “https://www.junipersquare.com/terms-and-policies/description-of-services”) to be provided by JSQ Administrative Services LLC (“JSQ AS”), including a representative list of documents and data required. These Migration Terms are incorporated into that certain order form by and among JSQ, JSQ AS and the party identified as “Client” therein (the “Order Form”, and together with the Master Terms and Conditions (available at: “https://www.junipersquare.com/terms-and-policies/MSA”), the Services Terms and Conditions (available at: “https://www.junipersquare.com/terms-and-policies/services-terms”), the Rate Card (available at: “https://www.junipersquare.com/terms-and-policies/rate-card”) and any Service Documentation, the “Agreement”). The responsibilities of Juniper Square and Client under these Migration Terms shall be in accordance with, and as limited by, Client’s applicable Agreement.

In the event of any conflict between these Migration Terms and the Order Form, the Order Form will control. For purposes of these Migration Terms references to “Juniper Square” herein shall mean: (i) in respect of Sponsor / Professional and Institutional and related rights and obligations, JSQ, and JSQ shall remain solely responsible for the performance of such obligations and (ii) in respect of any of Investor Operations, Investor Accounting and Fund Administration and related rights and obligations, JSQ AS, and JSQ AS shall remain solely responsible for the performance of such obligations. Capitalized terms used but not defined herein have the meanings set forth in the Order Form or, if not therein defined, the Master Terms and Conditions.

Subject to the terms of the Agreement, Client, JSQ and JSQ AS agree to timely perform their respective responsibilities to ensure the successful migration of Client to the Software and successful delivery of the applicable Services. Without limiting the generality of the foregoing, if Client is purchasing Fund Administration Services for funds with existing capital, Client must provide the documents and data set forth in the Fund Administration column under “Client Responsibilities” no less than 75 calendar days prior to the Service Start Date (as set forth in the Order Form).

Juniper Square Responsibilities
Sponsor / ProfessionalInstitutionalInvestor OperationsInvestor AccountingFund Administration

Data Migration

  • Guide data collection process, including to review data and respond to Client questions and provide feedback
  • Normalize and standardize data across data sources
  • Confirm completeness of Client data and perform a one-time import of such data to the Software
  • Configure Software for Client’s accounting, investor reporting, and business needs
  • Provision Client access to the Software

Important limitations:

  • Data migration may happen only once (i.e., one, discrete event vs. loading data files as they become ready)
  • Data will not be transcribed or uploaded from non-tabular formats such as files with .pdf, .doc, or .jpg extensions
✓✓✓✓✓

IT Configuration

  • Purchase and configure SSL (encryption) certificate
  • Facilitate SMTP email integration
  • Assist Client in configuring website subdomain for investor portal
✓✓✓✓✓

Document Migration

  • One-time upload of documents dependent on provision of such documents and Client-provided document mapping file

Important limitation:

  • Transcription of data contained within documents is expressly excluded from all Services
✓
Set up general ledger and expense calculations✓
Set up waterfall calculations✓✓
Set up payments, including configuration of appropriate NACHA files and connecting check-writing services to the Software✓✓✓
Client Responsibilities
Sponsor / ProfessionalInstitutionalInvestor OperationsInvestor AccountingFund Administration

Provide contact, investment and asset data:

  • Contact details, and any additional contact data fields organized in tabular form, for current and prospective investors and other business contacts
  • Account information for investors, including entity type, mailing address and tax ID
  • Payment instructions by investment position
  • Email distribution lists (e.g., which investor contacts should receive which types of investment communications and/or access which types of documents)
  • Investor position details, including investor account and ownership details (commitment, contribution, percentage or number of shares)
  • Transaction data, including date, amount, account, description, and type (e.g., capital call, contribution, distribution, investor position, transfer, etc.)
  • Position valuations, including net income, previous year ending capital account balances, current-year net income, position net asset value (“NAV”), NAV per share and / or price per share
  • Asset details, including name, location, type, transaction dates, NAV, ownership information, and other information

Important limitations:

  • All data must be provided in tabular (i.e., spreadsheet) format
  • Asset data must be provided using Juniper Square’s template
OptionalOptionalRequired as
available		Required as
available		Required as
available
Provide anticipated closing dates, investor targets and accompanying terms and conditions✓✓✓
Provide offering documents (e.g., offering memoranda, operating agreements, side letters, subscription documents)✓✓
Provide finance-related documents (e.g., credit agreements, notes, fee agreements) and asset-related documents (e.g., purchase and sale agreements, appraisals)✓
Provide accounting records, including financial statements and supporting schedules (e.g., trial balances, general ledger details)✓

Banking Responsibilities:

  • Provide banking and other payment instructions for Client bank accounts, including routing and account numbers and account types, and provide necessary credentials to Juniper Square personnel
  • Establish Client bank account and other third party accounts (e.g., a check-writing service), if applicable

Important limitations:

  • All data must be provided in tabular (i.e., spreadsheet) format
  • Banking data must be provided using Juniper Square’s Microsoft Excel template
OptionalOptional✓✓✓

Migration Responsibilities:

  • Designate and provide access to a Client representative(s) to lead migration process for Client
  • Attend migration calls and respond to accompanying requests / questions from Juniper Square in a timely fashion
  • Confirm accuracy of data and documents migrated to Software
✓✓✓✓✓

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