OpenView Advisors LLC

Item 5 – Fees and Compensation
A.     Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among the Funds and Co-
Investment Vehicles, and the Affiliate Funds will generally have more favorable fee terms than the
Firm’s primary Funds. However, the range of compensation is generally as follows:

       1.      Management Fee and Performance-Based Compensation
The Firm typically receives an annual management fee equal to a percentage of the Funds’ committed
capital as set forth in the Governing Documents. The Funds’ management fees are payable quarterly
in advance.
Generally, each Fund will, with respect to each Limited Partner’s subscription, pay the General
Partner or an affiliate a fee (the “Management Fee”) for management and administrative services,
which will be paid quarterly in advance. Such fee is generally paid at the rate of 2.5% per annum of
such Limited Partner’s subscriptions, such rate reduced by 0.25% per year, beginning with the first
fiscal quarter after the 5th anniversary of the initial drawdown date for all Funds other than OpenView
Venture Partners VII, L.P., but generally not below 1.00% - 1.25%. For OpenView Venture Partners
VII, L.P., the management fee rate will be reduced by 0.25% per year beginning on April 1, 2024.
Each Fund’s General Partner generally also receives a carried interest equal to a percentage of all
realized profits or the realized profits of each portfolio investment, generally at 20% and escalating

up to 30% based on performance, as described more fully in each Fund’s Governing Documents. The
carried interest is generally subject to a clawback at the liquidation of the Funds if the General
Partner has received excess cumulative carried interest distributions.
The carried interest is charged to accounts of those Investors who are “qualified clients” as defined
in Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
The General Partner engages the Firm to provide administrative and back-office support to the Funds
and the General Partner. The Management Fee will be reduced one hundred percent (100%) for
director’s fees, commitment fees, break-up fees, monitoring fees and success fees or other
remuneration paid by existing Portfolio Companies, but will not be reduced for any fees paid for
value-add consulting services provided by the Firm or its affiliates (please refer to Items 5.C. and
10.C. below for detail on the “OpenView Expansion Platform”) to existing or prospective Portfolio
Companies. The General Partner may, in its sole discretion, reduce or waive the Management Fee by
written notice to the Fund for all or any subsequent time periods.
The Firm, in its sole discretion, has and in the future may reduce, otherwise modify, or waive the
Management Fee or carried interest with respect to any Investor.

       2.      Fee Comparison
Fund expenses can constitute a higher percentage of average net assets than could be found in other
investment programs.

B.     Payment of Fees
Management Fees and legal, audit and other professional third-party fees (discussed below in Item
5.C.) are deducted from the applicable Funds’ assets. Management Fees are paid quarterly in advance.

C.     Fund Expenses and Other Fees
       1.      Fund Expenses and Other Fees
The Funds bear all costs incurred in connection with their formation and operation, including,
without limitation:
      (i)     expenses incurred in the actual or proposed acquisition or disposition of portfolio
              investments whether or not consummated, including, without limitation, accounting
              fees, consulting fees, due diligence expenses, hosted conference expenses, costs of
              producing and hosting networking and educational events, software and trade and
              other business publications subscription fees, travel and fees associated with industry
              conferences, brokerage commissions and fees and other investment costs incurred by
              or on behalf of the Partnership, legal fees, travel, transfer taxes, costs related to the
              registration or qualification for sale of securities and other out-of-pocket expenses, in
              each case to the extent not paid for by the issuer of such securities;
      (ii)    expenses incurred in connection with monitoring investments by the Funds, including,
              without limitation, legal, travel, meals with portfolio company personnel, costs of
              producing and hosting networking and educational events, insurance, accounting,
              custodial and safekeeping, consulting and auditing expenses;

      (iii)    administrative, legal, custodial, accounting, auditing, banking, professional, consulting
               and appraisal expenses of the Funds including financial software subscription fees and
               other expenses associated with the preparation of the Fund’s financial statements, tax
               returns and Schedules K-1 and other reports to the Limited Partners;
      (iv)     expenses associated with outsourcing certain financial reporting and accounting
               services provided to the Funds by persons who are not affiliates of the General
               Partners;
      (v)      all expenses that are attributable to organization of the General Partners, the Funds,
               any parallel funds and any related entities, and the sale of interests therein; provided,
               however, that such organizational expenses shall not include the fees of any placement
               agent engaged by a General Partner in connection with the sale of interests in a Fund;
      (vi)     the Management Fee, as well as any unreimbursed out-of-pocket costs, expenses or
               losses incurred by the persons to whom Portfolio Company Remuneration to certain
               affiliates of the Firm is paid in generating or realizing (or in seeking to generate or
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Item 7 – Types of Clients
The Firm provides investment advisory services to pooled investment vehicles which operate as
exempt investment companies under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The Firm also provides investment advice to Co-Investment Vehicles.
The Firm intends to restrict the number of Investors in the Funds and will offer Interests only through
non-public transactions in order to maintain their exclusion from “investment company” status
under the Investment Company Act of 1940, as amended.
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations. Prospective Investors are encouraged to thoroughly review a Fund’s
Governing Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and, except for investors in an Affiliates Fund, also a “qualified purchaser” (as
defined in Section 2(a)(51) of the Investment Company Act) or in some cases a “qualified client” (as
defined under Rule 205-3 of the Advisers Act) and must meet other criteria as specified in the
Governing Documents. The minimum initial investment varies by Fund, but is generally $5,000,000,
subject to waiver at the discretion of the Firm, and lesser minimums for the Affiliates Funds.