FEES AND COMPENSATION
A. Advisory Fees and Compensation.
Investors and prospective investors should refer to the Governing Documents of a Fund for a detailed
description of the fees.
The Funds generally compensate Samsara with a management fee based on a combination of committed
capital, the cost basis of certain investments then-owned by each Fund and in some cases the net assets of
the Fund (the “Management Fee”). In addition, performance-based compensation, based on the net
profits allocated to each investor and calculated on a high watermark basis (the “Incentive Allocation”), is
allocated to the applicable GP Entity. Samsara may waive the Management Fee and Incentive Allocation
for investors that are partners or employees of Samara or the GP Entities. Otherwise, the Management
Fee and Incentive Allocation are generally not negotiable.
B. Payment of Fees.
Samsara deducts fees directly from a Fund’s assets. Investors do not have the ability to choose to be
billed directly for fees. Management Fees are generally deducted quarterly in advance as specified in the
Governing Documents. The Incentive Allocation is paid to the applicable GP Entity when earned.
C. Other Fees and Expenses.
As set forth in the Governing Documents, each Fund bears all costs and expenses incurred in the holding,
purchase, sale or exchange of securities (whether or not ultimately consummated), including, but not by
way of limitation, private placement fees, finder’s fees, interest on borrowed money, real property or
personal property taxes on investment, including documentary, recording, stamp and transfer taxes,
brokerage fees or commissions, legal fees, legal and compliance expenses (including expenses related to
regulatory filings, blue sky and corporate filing fees, expenses incurred in connection with the
investigation prosecution or defense of any claims by or against the Fund, including claims or
investigations by or against a governmental authority, audit and accounting fees (including custody audit,
if any), third-party consulting fees relating to investments or proposed investments, taxes applicable to the
Fund on account of its operations, fees incurred in connection with the maintenance of bank or custodian
accounts, and all expenses incurred in connection with the registration of the Fund’s securities under
applicable securities laws or regulations. Each Fund also bears expenses incurred by the GP Entity in
serving as partnership representative, the reasonable cost of liability and other premiums for insurance
protecting the Fund, the GP Entity, the members, and Samsara and its employees from liability to third
parties (including directors & officers and errors & omissions insurance costs) arising out of or related to
the affairs of the Fund, all out-of-pocket expenses of preparing and distributing reports to investors, out-
of-pocket expenses associated with Fund communications with investors, including preparation of annual
or other reports to the limited partners, out-of-pocket costs associated with Fund meetings or advisory
committee matters, all legal, accounting and administrator fees relating to the Fund and its activities, all
costs and expenses arising out of the Fund’s indemnification obligation, and any other expenses related to
the purchase, sale or transmittal of Fund assets.
Each Fund also bears all organizational and syndication costs, fees, and expenses by or on behalf of the
GP Entity in connection with the formation and organization of the Fund and the GP Entity, including
legal and accounting fees and expenses subject to the terms and limitations set for in the Fund’s
Governing Document.
Each Fund may be deemed to be paying for research and other services with bundled commission
arrangements including soft dollars. Refer to Item 12 – Brokerage Practices for further information.
Samsara, the GP Entities, or their members, or employees may receive management service, advisory,
consultant, transaction, break-up or broken deal fees, or similar fees from Portfolio Companies, and 100%
of such fees will offset the Management Fees payable to Samsara. In addition, Samsara, the GP Entities,
or their members, or employees may receive director or consulting fees from Portfolio Companies in the
form of cash, restricted or unrestricted stock or stock options (“Board Fees”). Any Board Fees in excess
of $100,000 per year per Portfolio Company will generally 100% offset the Management Fee payable to
Samsara, subject to the terms of the Governing Documents. These fees, and the associated conflicts of
interest they present, are further described in Item 11 below.
Investors and prospective investors should refer to the Governing Documents of a Fund for
detailed information with respect to the fees and expenses they may pay in connection with an
investment in such Fund. The information contained herein is a summary only and is qualified in
its entirety by such Governing Documents. For further information regarding brokerage
practices, please see “Item 12 – Brokerage Practices.”
D. Prepayment of Fees.
Management Fees are generally paid quarterly in advance, as of the first day of each calendar quarter, as
specified in each Fund’s Governing Documents. Upon termination of investment management services,
Management Fees that have been prepaid are returned on a prorated basis.
E. Additional Compensation and Conflicts of Interest.
Samsara does not accept compensation for the sale of securities or other investment products, including
asset-based sales charges or service fees.