Item 5: Fees and Compensation
Item 5.A.
All investors and prospective investors in the Funds should review the Limited Partnership
Agreement of the relevant Fund together with this brochure for complete information on the fees
and compensation payable with respect to such Fund. Different Funds are subject to different
advisory fees as compensation for the advisory services rendered with respect to a particular Fund.
Gigafund is generally compensated for its advisory services to each Fund by a management fee,
which is payable each year in advance to the Firm as follows: 50% of the management fee at the
beginning of the year in January, and 1/12th of the management fee each calendar month thereafter
(February, March, April, May, June and July) until the management fee is paid in full. At no point
is Gigafund paid management fees six or more months in advance. The management fee is usually
an amount of up to 1.00% of the sum of the initial capital contributions by the investors. In
addition, Gigafund and/or the respective Affiliated General Partner generally is entitled to receive
“carried interest” allocations usually equal to 20% of net profits from the disposition of
investments, subject to a hurdle (in most, but not all, cases).
Gigafund is authorized under the Limited Partnership Agreement to charge and deduct advisory
fees directly from the Funds. Gigafund, in its sole discretion, may waive or modify the
management fees or carried interest distributions for certain investors as set forth in the applicable
offering and governing documents.
It should be noted that any new Fund launched by Gigafund may have materially different terms
than those summarized above.
Item 5.B.
Management fees borne by the Funds are typically funded with capital contributions drawn for
such purpose. Carried interest allocations generally will be distributed to the applicable Gigafund
entity from time to time upon the disposition of portfolio investments by a Fund and are distributed
to such Gigafund entity in accordance with the terms of the applicable governing documents.
Item 5.C.
Gigafund Expenses
Gigafund and each Affiliated General Partner bear all of their normal overhead and administrative
expenses incurred in connection with the management of a Fund, including: (i) salaries and wages
of the employees of the Fund, the Affiliated General Partner, the Firm and their respective
affiliates; (ii) rentals payable for space used by the Firm or the Fund; and (iii) expenditures for
equipment used by the Firm or the Fund.
Fund Expenses
Consistent with the Limited Partnership Agreement of each Fund, in addition to the advisory fees
and carried interest payable to Gigafund and the Affiliated General Partners, each Fund (and
indirectly the investors thereof) is responsible for all costs and expenses incurred by or on behalf
of the Fund or for its benefit. Such costs and expenses generally include, the purchase, holding or
sale or exchange or other disposition of portfolio company investment; real property or personal
property taxes on the portfolio company investment; brokerage fees; taxes applicable to the Fund
on account of its operations; fees incurred in connection with the maintenance of bank or custodian
accounts; legal, audit, and other expenses incurred in connection with the registration of the Fund’s
securities under the Securities Act of 1933, as amended (the “Securities Act”); legal and
accounting fees and expenses incurred in connection with the purchase or sale or exchange or other
disposition of securities of the portfolio company (whether or not such purchase, sale or exchange
or other disposition is ultimately consummated); and, for certain Funds, fees and expenses of
investment advisers and independent consultants incurred in investigating and evaluating
investment opportunities. Each Fund shall also bear the fees of the independent certified public
accountant incurred in connection with the annual audit of the Fund’s books and the preparation
of the Fund’s annual tax return, costs of independent appraisers, legal expenses of the Fund,
accounting expenses paid to third parties for the maintenance of the Fund’s books and records and
preparation of reports, premiums associated with insurance, if any, to insure against any claims
that could be made directly against the Fund, the Affiliated General Partner or any indemnified
persons or that could give rise to a Fund liability pursuant to the terms in the limited liability
agreement (the purchase of such insurance, if any, shall be at the discretion of the Affiliate General
Partner and must in all cases be reasonable in cost), preparation and other expenses associated with
annual and other reports to the investors, costs associated with any Fund information meetings,
including all legal fees and expenses incurred in prosecuting or defending administrative or legal
proceedings relating to the Fund brought by the Fund (or the Affiliated General Partner on behalf
of the Fund), or against the Fund, the Affiliated General Partner, or the members, partners,
employees or agents or former members, partners, employees or agents of any of the foregoing
(for the avoidance of doubt, only to the extent attributable to the affairs of the Fund and to the
extent such parties are entitled to indemnification under the operating agreement), and all and costs
and expenses arising out of or resulting from the Fund’s indemnification obligations pursuant to
the operating agreement and subject to the limitations imposed therein. Gigafund expects to be
subject to potential conflicts of interest where certain administrative and other functions would not
be chargeable to a Fund under its Limited Partnership Agreement if performed by Gigafund
personnel, but third parties performing the same services generally would be chargeable to the
Fund thereunder, and outsourcing to third parties effectively enables Gigafund and its affiliates to
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