VSS Fund Management LLC

Item 5         FEES AND COMPENSATION

VSS receives management fees for its services to the Funds. In addition, the General Partner
of each Fund is entitled to receive carried interest, which is a form of performance-based
compensation.
Until the earlier of (i) the end of a Fund’s Investment Period or (ii) the final closing of
investment commitments for a successor fund, management fees are calculated as a
percentage of each Limited Partner's capital commitment. After that point, the management
fee is calculated based on the cost basis of the Fund’s remaining portfolio companies, reduced
by the amount of any permanent write-downs.
Once the General Partner or its affiliates have recovered any advanced costs and expenses not
otherwise reimbursed, management fees are generally reduced by a percentage of transaction,
break-up, and similar fees paid to VSS or its affiliates by portfolio companies as outlined
below. A break-up fee is a contingent fee in an acquisition agreement that requires a selling
company to pay a percentage of the transaction value if it withdraws from an agreement to
sell to the Fund.
Management fees are paid quarterly. Carried interest is calculated and allocated upon the
receipt of proceeds from the sale of a portfolio company or upon the realization,
recapitalization or dividend of an investment.

Investors should carefully evaluate the proposed compensation structure and its associated
risks before investing in any future VSS Fund. Prospective investors in any newly launched
Fund should review the Fund’s offering materials and organizational documents for detailed
information regarding the fees to which VSS and its affiliates will be entitled.
Below is a summary of the management fees and carried interest applicable to the VSS Funds.
Limited Partners should refer to the Fund partnership agreement for detailed fee terms and
offsets. Any future VSS Funds may have similar or materially different terms than those
summarized below.

VSS IV SPV
   A. Management Fee. The partnership term has ended, and no further management fees
have been collected.
To the extent any fees remain after the management fee (e.g. transaction fees), these fees are
retained by the management company or its affiliates.
   B. Carried Interest. For Limited Partners that rolled their interest from VSS
Communications Partners IV into VSS IV SPV ("VSS IV Rolled Partners"), distributions on
each investment transaction are allocated as follows:
       a) Return of capital and costs: First, 100% to such VSS IV Rolled Partner until such
          VSS IV Rolled Partner shall have received an amount pursuant to this clause
          sufficient to provide for a return of the aggregate capital contributions (including
          deemed capital contributions) actually paid by such VSS IV Rolled Partner to date;
       b) Preferred return: Second, 100% to such VSS IV Rolled Partner until such VSS IV
          Rolled Partner shall have received an amount sufficient to provide for a
          cumulative compound annualized rate of return of 8% to such VSS IV Rolled
          Partner in respect of the amount set forth in the first clause;
       c) General Partner catchup: Third, 100% to the General Partner until the cumulative
          incentive distributions paid to the General Partner shall equal 20% of the cash
          profit distributed to such VSS IV Rolled Partner and the General Partner pursuant
          to this clause, the second clause and the fourth clause below; and
       d) 80/20 split: Fourth, 80% to the VSS IV Rolled Partner, and 20% to the General
          Partner.
For the Limited Partners that are not VSS IV Rolled Partners ("VSS IV Partners"),
distributions will be made to each VSS IV Partner and the general partner (in respect of its
carried interest) participating in such investment in the following amounts and order of
priority:
       a) Return of capital and costs: First, 100% to such VSS IV Partner until such VSS IV
          Partner shall have received an amount pursuant to this first clause sufficient to
          provide for a return of the aggregate capital contributions actually paid by such
          VSS IV Partner to date;
       b) Preferred return: Second, 100% to such VSS IV Partner until such VSS IV Partner
          shall have received an amount sufficient to provide for a cumulative compound
          annualized rate of return of 8% to such VSS IV Partner in respect of the amount
          set forth in (a);

       c) General Partner catchup: Third, 100% to the General Partner until the cumulative
          amount distributed to the General Partner pursuant to this third clause equals 10%
          of the cumulative amounts distributed to such VSS IV Partner pursuant to (b) and
          to the General Partner pursuant to this third clause;
       d) 90/10 split: Fourth, 90% to such VSS IV Partner and 10% to the General Partner
          until such VSS IV Partner shall have received an amount sufficient to provide for
          (x) a cumulative compound annualized rate of return of 15% to such VSS IV
          Partner, and (y) a multiple of 1.5x on its aggregate capital contributions from
          distributions to such VSS IV Partner made with respect to any and all portfolio
          investments, including the current distribution under this fourth clause;
       e) General Partner catchup: Fifth, 100% to the General Partner until the cumulative
          amount distributed to the General Partner pursuant to this fifth clause equals 15%
          of the cumulative amounts distributed to such VSS IV Partner pursuant to the
          second and fourth clauses above and to the General Partner pursuant to (c) and (d)
          and this clause fifth;
       f) 85/15 split: Sixth, 85% to such VSS IV Partner and 15% to the General Partner
          until such VSS IV Partner shall have received an amount sufficient to provide for a
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Item 7         TYPES OF CLIENTS

We provide investment management services to several private equity/private debt funds, as
disclosed in Item 4 of this Brochure. The minimum required capital commitment to the Funds
ranges from $5 million to $20 million. Capital commitments of lesser or higher amounts may
be accepted at the sole discretion of the General Partner. Prospective investors in any future
Fund launched by VSS should refer to the Fund offering documents for information regarding
that Fund's minimum required capital commitment and any additional qualifications needed
for investment.