VSV Management LLC

ITEM 5 – FEES AND COMPENSATION

Advisory Services Compensation

Pursuant to the limited partnership agreement by and among the General Partner and Investors,
the Fund pays Traverse a management fee of 2.0% on committed capital or, following termination
of the investment period, actively invested capital, payable in quarterly installments in advance
and payable on a pro rata basis for any period that is less than a quarter (the “Management Fee”).
Management Fees are generally not negotiable, although Traverse may waive or reduce the portion
of the Fund’s Management Fee charged to the account in the Fund of certain Investors at its
discretion, including for Investors who are members, employees, or affiliates of Traverse.
The Client Documents identify all applicable fees. Fees, carried interest and expense arrangements
for SPVs and Future Clients may differ from those applicable to the Funds, as set forth in the
applicable Client Documents.
Termination and Fees
The Fund’s obligation to pay the Management Fee terminates on the effective date of the
termination of the Fund. In the event of termination of the Fund, Traverse will refund any
Management Fees for which services have not been rendered.
In addition, the Management Fees are reduced by a percentage of fees earned by Traverse from
underlying portfolio companies, as described in more detail in the Other Compensation section
below.
Carried Interest
The General Partner is entitled to receive carried interest from the Fund of 20% after return of
invested capital. Such carried interest is subject to the terms described in the Client Documents.
Other Compensation
Traverse does not currently, but may in the future, receive fees in connection with services
provided to portfolio companies. For example, officers and employees of Traverse may receive
directors’ fees for serving on the boards of portfolio companies. A portion of these consulting,
directors’ and supervisory fees, as applicable, are used to offset Management Fees charged to the
Fund as provided in the Fund’s Client Document. To the extent that such an offset credit would
reduce the Management Fee for a given payment period below zero, the unapplied portion of the
credit will be carried forward for future application against payable Management Fees, and upon

Form ADV – Part 2A Brochure Document | Traverse Ventures Management LLC

liquidation any remaining unapplied credit will be paid by Traverse to the partners of the Fund pro
rata based on the Management Fees paid by each partner.
See Item 10 below for disclosures related to compensation that Traverse and/or its personnel may
receive from Clients’ portfolio companies.
Additional Expenses
The Fund will bear certain out-of-pocket expenses incurred by Traverse or its affiliates in
connection with services provided to the Fund. The payment of such expenses by Clients does not
represent a source of profit for Traverse or its affiliates; rather it is a reimbursement of expenses
paid on behalf of the Client or incurred in connection with services provided to the Client. Such
expenses include, but are not limited to: fees and expenses incurred in connection with the
formation and organization, and maintaining corporate good standing of the Client; fees and
expenses related to the due diligence, acquisition, holding and disposition of the Client’s
investments (including legal, regulatory and accounting fees and related expenses incident thereto
and including expenses related to investment and disposition opportunities not consummated);
legal fees and expenses (or if Traverse or one of its affiliates performs such function internally, an
amount reimbursable to Traverse or such affiliate equal to an amount described in the Client
Documents); third party accounting and fund administration fees and expenses (or if Traverse or
one of its affiliates performs such function internally, an amount reimbursable to Traverse or such
affiliate equal to an amount described in the Client Documents); tax preparation and compliance
fees; taxes, fees and other governmental charges levied against the Client; interest and fees
associated with short-term borrowings by the Client; registration expenses; expenses incurred by
Traverse or its affiliates or personnel in its role as the Partnership Representative or similar role
related to the tax compliance matters of the Client; financial statement preparation and audit fees;
insurance premiums; litigation and indemnification costs and expenses, judgments and
settlements; pre-closing marketing and fundraising expenses; software license fees and related
expenses for an online investor reporting portal; custodian fees and expenses; expenses of the
limited partner advisory board; travel (including first-class and chartered airfare expenses in
certain circumstances) and other related expenses incurred while attending meetings of entities in
which the Client holds investments or meetings with Investors in accordance with the travel policy
of Traverse; and any costs, expenses, liabilities and obligations associated with winding up and
liquidating the Client. Expenses paid or reimbursed by Clients may include allocations of
expenses between Traverse, Clients and Future Clients as reasonably determined by Traverse.
Traverse and its affiliates may have discretion in allocating certain expenses among Clients and
Future Clients, which may result in one Client bearing a greater proportion of such expenses.
Traverse receives reimbursement from certain portfolio companies for travel, lodging and related
expenses (including first-class and chartered airfare expenses in certain circumstances) incurred to
attend portfolio company meetings and/or special events, and while conducting business activities
on behalf of the portfolio companies.
A complete description of fees and compensation charged is outlined in the Client
Documents. Investors should review the applicable Client Document in order to fully
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ITEM 7 – TYPES OF CLIENTS

As indicated in Item 4 above, Traverse provides investment advisory services to the Fund and may
do so for Future Clients. The Fund is a privately placed pooled investment vehicle that relies on
one or more exemptions under the United States Investment Company Act of 1940, as amended,
such as exemptions that exempt a privately offered entity from registering as an “investment
company.” The interests in the Fund are exempt from registration under the United States
Securities Act of 1933, as amended. Investors in the Fund are required to satisfy certain suitability
and eligibility requirements as described in the Client Documents.
Investors in the Fund include large institutions and family investment offices. Traverse anticipates
that Future Clients will generally include privately placed pooled investment vehicles and SPVs.
Traverse does not provide investment advisory services directly to Investors in the Fund or Future
Clients.
The minimum investment in the Fund is $1 million. This minimum may be waived or modified
in the sole discretion of Traverse.

Form ADV – Part 2A Brochure Document | Traverse Ventures Management LLC