VSS Fund Management LLC (“VSS”), a Delaware limited liability company and a registered investment adviser, provides investment advisory services to private investment funds (collectively, "VSS Funds" or the "Funds"). VSS has been in existence since 1987. VSS’s ultimate principal owner is Jeffrey T. Stevenson. The VSS private equity and private structured capital funds receive unfunded capital commitments from investors during the fundraising stage. Then the Funds are generally closed to new investors. From time to time thereafter, each Fund's respective "General Partner," one of our affiliates, will notify investors to make capital contributions, in proportion to their respective commitments, to enable the Fund to make investments and pay Fund expenses. The investment will have been identified and thoroughly vetted before each capital call through an extensive due diligence and negotiation process. The VSS Funds’ investments in portfolio companies are generally, but not exclusively, in private, illiquid securities. VSS Equity Funds:
• VSS IV SPV L.P., VSS IV SPV Parallel, L.P., VSS IV SPV Parallel II, L.P. (collectively "VSS IV SPV"). VSS Structured Capital Funds:
• VSS Mezzanine Partners, L.P. (“SC I”)
• VSS Structured Capital II, L.P. and VSS Structured Capital Parallel II, L.P. (collectively "SC II")
• VSS Structured Capital – Annex Fund, L.P. ("SC Annex")
• VSS Structured Capital III, L.P. and VSS Structured Capital Parallel III, L.P. (collectively "SC III")
• VSS Structured Capital IV, L.P. and VSS Structured Capital Parallel IV, L.P. (collectively “SC IV”) The VSS Funds are not required to register under the Investment Company Act of 1940, or register their securities under the Securities Act of 1933, relying upon certain exemptions available to issuers whose securities are not publicly offered. VSS manages the Funds on a discretionary basis in accordance with the terms and conditions of each Fund's partnership agreement and organizational documents. The Funds focus on the business services, healthcare, and education industries ("Targeted Industries"). The VSS team has extensive, industry-specific, strategic, and transaction structuring experience that provides a critical perspective on portfolio company operating potential and strategic direction. This experience enables VSS to play a significant role in portfolio company management and operations while maintaining perspective on valuations, financing parameters, and exit/liquidation potential. Over its more than 30-year investment history, VSS has developed a formal structured investment process that it has utilized across its private capital Funds. This process includes in-depth due diligence on each proposed investment and identifying exit options. After an investment is made, VSS works closely with portfolio company management to provide strategic operating and financial advice. A. VSS Equity Funds. The investment objective of each of the VSS Equity Funds is to seek long-term capital appreciation over the course of the Fund's term, generally ten years from the final closing (subject to extension at the General Partner’s sole discretion). Parallel funds have been created for VSS IV SPV L.P. to accommodate non-US and certain pension plan investors’ requirements. The Equity Funds have sought control positions in companies operating in the smaller end of the middle market that satisfied the following investment criteria: (a) strong, stable, and predictable cash flows, primarily from recurring sources of revenue; (b) enduring and valuable franchise positions well respected in their market niches; (c) above-average growth characteristics; (d) primary business activities that have significant barriers to competitive entry; (e) strong management teams with demonstrated success in their served market; (f) substantial potential for acquisition-oriented growth through a large number of identifiable

add-on acquisitions; and (g) at the time of the Fund's exit, of being attractive for sale to a number of strategic buyers. The "Investment Period" (generally five years from the final closing of investment commitments to the Fund) and the period during which contributions for investments by investors who made a previous investment ("Follow-on Investments") may be called has expired with respect to VSS IV SPV. B. VSS Structured Capital Funds. The VSS Structured Capital Funds’ investment objective is to seek long-term capital appreciation and current income returns over the course of each Fund's term, generally ten years from the final closing, subject to extension at the sole discretion of the General Partner. The investment strategy of the Structured Capital Funds is focused primarily on privately negotiated non-control junior capital investments in established, profitable, lower middle-market companies in the Targeted Industries. Parallel funds are generally created to accommodate the requirements of non-US and certain pension investors. As set forth above, VSS leverages its extensive industry knowledge and contacts to identify investment opportunities for the Structured Capital Funds. VSS may also identify opportunities for a Fund to make investments in different types or levels of equity or debt in portfolio companies held by another VSS Fund. The Structured Capital Funds generally make investments supporting the following types of transactions:
• Acquisition financing to assist companies with specific transactions
• Liquidity events for owners, diversifying net worth and facilitating estate planning
• Organic growth initiatives, such as new product launches, geographic expansion, or capital expenditures projects
• Management buyouts
• Debt recapitalization VSS has targeted companies for the Structured Capital Funds that it believes generate strong and stable cash flows, have enduring and valuable franchise positions, exhibit above-average growth characteristics, maintain a commitment to prudent leverage levels, and are led by strong management teams, which enjoy barriers to competitive entry. Typically, investments will be structured as subordinated notes with warrants but also include other forms of debt/equity hybrid instruments and other fixed income and equity security investments, such as notes, preferred stock, warrants, and common stock or debt instruments with equity conversion features. VSS seeks to structure each portfolio company investment in a manner that will result in a fixed return combined with an equity component, capturing the attributes of fixed income investing with the potential growth attributes of equity investing. The Investment Period has expired with respect to SC I, SC II, SC Annex, and SC III. The partnership term is active with respect to SC III in which follow-on investments to current portfolio companies can be made. The Investment Period is active with respect to SC IV. C. Sub adviser. VSS does not have a sub-adviser. D. Assets under Management. As of December 31, 2023, VSS managed approximately $960.8 million of regulatory assets on a discretionary basis. VSS does not manage any assets on a non-discretionary basis. All assets managed by VSS are owned by the VSS Funds, and VSS does not currently manage any separate accounts. E. Important Additional Considerations. The information provided herein merely summarizes certain aspects of the detailed information contained in each Fund's partnership agreement and organizational documents. Each of the Funds described above is closed and is not admitting new investors. Current Fund investors and prospective investors in any new Fund launched by VSS should be aware of the substantial risks associated with an investment as well as the terms applicable to such investment. The Fund offering, and organizational documents provide these risks and other detailed information.