Great Hill Partners LP

Item 5 – Fees and Compensation

Fees

The following is a general description of fees, compensation and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees,
compensation, or expenses that other Funds charge. The Governing Documents of the Funds
describe fees, compensation and expenses in greater detail.

Management Fee

As set forth in the Governing Documents, GHP, the General Partners, or designee of each Fund
receives an annual management fee based on the total committed capital of each Fund. The
General Partner of each Fund utilizes the advisory services of GHP. The management fee
schedule for each Fund is determined at the time the Fund is formed and can be found in each
Fund’s Governing Documents. The management fee is billed to each Fund monthly and payable
in advance. The management fee is paid from the Funds’ assets.

With respect to co-investment funds, any fees received by a General Partner or GHP are
negotiated on a vehicle-by-vehicle basis, but may include commitment-based fees, performance-
based fees or allocations, monitoring fees, expense reimbursements, certain growth personnel
costs or other administrative fees similar to those described below relating to the Funds.
Generally, current co-invest opportunities, whether through a co-investment fund or otherwise,
are offered on a no fee, no Carried Interest (as defined below) basis. Any such management fees
or administrative fees received by a General Partner or GHP relating to a co-investment fund do
not offset management fees paid to the General Partners or GHP by the Funds as further
described below.

Management fees generally are reduced by the amount of any fees (including any stock options,
warrants or directors’ qualifying stock) received by the General Partners, GHP or a related party
for services rendered in obtaining financings for any portfolio company, break-up fees (net of
direct expenses) and consulting, financing, investment banking or directors’ fees (excluding
reimbursement for out-of-pocket expenses). In certain Funds, contractually agreed payments
from portfolio companies related to the use of certain growth personnel will only reduce the
management fee to the extent those payments exceed the cost of those growth personnel to GHP
as further described below.

Additionally, management fees are reduced by a preset amount (“Credit Amount”) in accordance
with the Governing Documents of each Fund. The amount of any capital contribution required to
be made by a General Partner in respect to its interest as a limited partner in a Fund is reduced
by the Credit Amount. A General Partner is permitted to receive a special allocation of profits in
respect of its interest as a limited partner for the Credit Amount, only to the extent that the
applicable Fund reports long term capital gain or dividend income as described in the Governing
Documents. Reductions to management fees due to waivers are taken into account before
applying the offsets described above.

Investors generally are not permitted to withdraw or redeem interests in the Funds. The
management fees will be prorated for any period in which GHP’s advisory relationship with a Fund
is terminated.

Other Fees

The management fee will be reduced by 100% in the event that GHP or a related party (as set
forth in the Governing Documents of each Fund) receives any break-up fees (net of direct
expenses) related directly to a Fund’s proposed investment in a portfolio company, directors’ fees
(excluding reimbursement for out-of-pocket expenses), and any consulting, financing and
investment banking fees paid by portfolio companies to a General Partner or a related party fee
(“Other Fees”). In Fund VIII and Fund IX, Other Fees does not include the amounts paid by
portfolio companies to the General Partner or any related party for the provision of services
provided by certain growth personnel. In Fund V, Fund VI and Fund VII, for certain growth
personnel payments in excess of the cost of those growth personnel to GHP in connection with
the Funds’ investments or prospective investments in portfolio companies, GHP will generally
either reduce the management fee by these amounts or pay the fees to the appropriate Fund(s).
Any reductions in the management fee or payments to the Fund(s) are reduced by expenses
incurred by GHP or its affiliates in performing such services. Furthermore, in certain Funds, any
such fees remaining after the offset of the management fee will be distributed to certain investors
in such Funds.

Expenses

Expenses Paid by the Funds

The Funds will typically bear and be charged with all costs and expenses associated with each
Fund’s activities, operations, investments and/or business, to the extent not borne or reimbursed
by each Fund’s portfolio companies or proposed portfolio companies (which reimbursements may
be for Travel Expenses (as defined below), lodging and meals), including but not limited to: (i) all
out-of-pocket costs, fees and expenses incurred by the General Partners and its general partners,
GHP, or any of their affiliates or otherwise on behalf of the General Partners, GHP or any of their
affiliates in connection with the formation and organization of the Funds, any parallel fund and

any feeder funds that are affiliates of the General Partners, the General Partners and their general
partners, and the marketing and offering of interests in the Funds, including, without limitation,
legal and accounting costs, fees and expenses, travel (including expenses for chartering private
aircraft (limited to the portion thereof not in excess of business or first class commercial airfare)
and first class travel) (collectively “Travel Expenses”) and related costs and expenses, meal,
communication and certain entertainment expenses, filing costs and fees incurred in the formation
and organization of the Funds, any parallel funds and any feeder funds that are affiliates of the
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Item 7 – Types of Clients

GHP currently provides investment advisory services to private pooled investment funds.
Investment advice is provided directly to the Funds, subject to the direction and control of the
General Partner of such Fund, and not individually to the investors in the Funds. Interests in the
Funds are offered pursuant to applicable exemptions from registration under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)
and the Investment Company Act of 1940, as amended, and the rules and regulations

promulgated thereunder (the “Investment Company Act”). Investors in the Funds generally
include high net worth individuals, financial institutions, corporate pension plans, public pension
plans, retirement plans, sovereign wealth funds, trusts, insurance companies, charitable
organizations, university endowments, funds-of-funds, corporations and other investment entities,
as well as Third Parties (as defined below), managing directors, certain current and former
employees (which includes growth personnel) and affiliates of GHP or the General Partners.

In addition to the Funds, GHP has established and advised, and may in the future establish and
advise, co-investment entities. Such co-investment entities typically are also clients of GHP. See
Item 11 below for further information regarding co-investments.

GHP and/or its affiliates has established, and may in the future establish, certain alternative
investment vehicles (“AIVs”) for the purpose of addressing tax, legal or other regulatory or other
similar reasons and/or facilitating certain investments by one or more Funds and/or investors. For
purposes of this Brochure, any mention of a Fund is deemed to refer to any AIV of such Fund,
and vice versa. The Governing Documents of the Funds describe AIVs in greater detail.

Generally, GHP requires that each investor in a Fund be (i) an “accredited investor” as defined in
Regulation D under the Securities Act, and (ii) a “qualified purchaser” or “knowledgeable
employee”, each within the meaning of the Investment Company Act.

Minimum investment commitments in the past have been, and in the future may be, established
for investors in the Funds and generally range from $1.25 to $2 million. The General Partner of
each Fund, in its sole discretion, may permit investments that are less than the required minimum
investment commitment set forth in the applicable Governing Documents of such Fund.