Item 5. Fees and Compensation
Management Fee
A management fee will be payable semi-annually by the Fund to GSV in respect of each investor
in an amount equal to 2.0% per annum of the commitment of such investor from the effective
date until the earlier of (a) the end of the commitment period and (b) the date on which a
management fee commences to accrue in a successor fund. Thereafter, the management fee in
respect of each investor will be 2.0% per annum of the commitment of such investor funded in
respect of portfolio investments that have not been the subject of a disposition or completely
written off. The management fee will be payable semi-annually and is subject to offsets as
outlined in the offering documents of the Fund.
Other Expenses
The Fund will bear all legal, organizational and offering expenses, including the out-of-pocket
expenses of the General Partner, as defined in Item 10, and its agents (but excluding placement
agent fees), actually incurred in the formation of the Fund, GSV and the General Partner up to an
amount not to exceed $2 million (“organizational expenses”). GSV will bear full economic
responsibility for organizational expenses in excess of $2 million and all fees payable to any
placement agent for the Fund through an offset, on a dollar for dollar basis, against the
management fee payable by the Fund.
To the extent not paid by a portfolio company, the Fund will pay all expenses, costs and liabilities
incurred in connection with the operation of the Fund and its subsidiaries and their respective
portfolio investments and the performance by the General Partner, GSV, the Fund and its
subsidiaries and their respective affiliates of their respective obligations under the Fund
Agreement and the investment management agreement, including, without limitation, (a) legal,
auditing, consulting and accounting fees and expenses, (b) the organization and maintenance of
any other corporate organization formed in the management of the Fund, including
documentation related thereto, (c) the management fee, (d) all expenses, costs and liabilities
incurred in connection with the identifying, evaluating, structuring, negotiating, making, sourcing
(including any retainers, success fees, finder’s fees and other compensation paid to third parties),
sale, restructuring, proposed sale or restructuring, other disposition or valuation of portfolio
investments and temporary investments or prospective portfolio investments and temporary
investments (including due diligence in connection therewith), including, but not limited to,
underwriting commissions and discounts, travel (including first class and private air travel),
lodging, transportation, meals, entertainment, legal, administrative, accounting, audit, investment
banking, consulting, professional fees and other similar expenses, expenses relating to
attendance at conferences in connection with the evaluation of potential portfolio investments or
specific sectors or industries to the extent that such conferences are in furtherance of Fund
business, expenses for business development and entertainment directly related to the
development and management of portfolio investments and prospective portfolio investments, in
each case, to the extent not reimbursed by a portfolio company or other third party, (e) expenses
and costs incurred as a result of a proposed transaction or investment by the Fund that is not
consummated, to the extent not reimbursed by a third party (including break-up fees and
expenses that would have been allocable to co-investors had such proposed transaction or
investment been consummated, if the amount allocable to such co-investors is not paid by such
persons) and any related out-of-pocket expenses incurred by an Executive Advisor, (f) expenses,
costs and liabilities incurred in connection with litigation (including damages), investigations,
review of the Fund or other extraordinary events and the amount of any judgments or settlements
paid in connection therewith, insurance expenses and indemnity expenses and advances, (g)
premiums for D&O insurance and other insurance protecting the Fund and any Indemnified Party
from liabilities, (h) trustee, paying agent, record-keeping fees and expenses, (i) all taxes, interest,
fees and other governmental or regulatory charges payable by the Fund except to the extent
such amounts are (i) allocable to, or indemnifiable by a Partner and (ii) actually borne or paid by
such Partner, expenses incidental to the transfer, servicing and accounting for the Fund’s cash
and securities, including all charges of depositories and custodians, all expenses incurred by the
General Partner or its designee in their capacity as the Fund’s “tax matters partner,” “partnership
representative” or any similar role under applicable non-U.S., state or local tax law, and all
expenses incurred in connection with any tax filing, audit, examination, investigation, settlement
or review of the Fund, (j) expenses and costs associated with meetings with one or more
investors, including the investor annual meeting (including accommodation, meal, event,
entertainment, travel of employees and other similar expenses and costs related thereto), (k)
expenses and costs of the members of the LP Advisory Committee in connection with their
services, including, without limitation, travel expenses in connection with attendance at LP
Advisory Committee meetings, (l) expenses incurred in connection with the carrying, monitoring
or management of portfolio investments and temporary investments, including brokerage
commissions, custodial expenses, appraisal fees and other investment costs, (m) expenses and
costs of winding up or liquidating the Fund and its subsidiaries, (n) expenses related to the
administration of the Fund or its subsidiaries, including, but not limited to, fees, expenses and
costs of a third party administrator (including, if applicable, AML/KYC-related services), fees,
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