Prospect Hill Growth Partners LP

Item 5. Fees and Compensation

Compensation and Fee Schedules

Each Fund typically pays an advisory fee to Prospect Hill Growth Partners or an affiliate, as specified in the
Fund’s Governing Documents. Such advisory fees are generally equal to a percentage of the aggregate
commitments to the Fund during the Fund’s investment period, and thereafter a percentage of the cost basis of

undisposed investments of the Fund, as negotiated and determined at the time the Fund is established, as set
forth in its Governing Documents.

In addition, a related person of Prospect Hill Growth Partners, as general partner of a Fund, will typically
receive certain allocations and distributions calculated and charged based on a share of capital gains on or
capital appreciation of the assets of such Fund, as negotiated and determined at the time such Fund is
established, as set forth in its Governing Documents. These allocations and distributions are commonly
known as the “carried interest.”

Different Funds may be subject to different advisory fees and performance-based compensation arrangements.
All investors and prospective investors should review the Governing Documents of each Fund in conjunction
with this Brochure for complete information on the fees and compensation payable in connection with a
particular Fund. Prospect Hill Growth Partners will be delivering this Brochure solely to “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), and therefore Prospect Hill Growth Partners has not included specific fee
information in this Brochure.

In limited circumstances, the advisory fees and carried interest payable to Prospect Hill Growth Partners by a
Fund may be waived or reduced with respect to certain participants in such Fund. Fees are typically waived
or reduced with respect to investments in the Funds by Prospect Hill Growth Partners or its related persons.

Investors and prospective investors in the Funds should note that similar advisory services may (or may not)
be available from other investment advisers for similar or lower fees.

Deduction of Fees; Timing of Payments; Termination

Prospect Hill Growth Partners is authorized under the Funds’ Governing Documents to charge and deduct
advisory fees directly from the assets of the Funds. Payments of advisory fees are generally made quarterly in
advance, in accordance with the terms of the Fund’s Governing Documents. Please refer to the Governing
Documents of each of the Funds for complete information on the timing of advisory fee payments.

Upon termination of any Fund’s advisory relationship with Prospect Hill Growth Partners, any prepaid,
unearned advisory fees (based on daily pro ration of the fee paid in advance for the applicable period) will be
promptly refunded to such Fund, and any earned, unpaid fees will be due and payable in accordance with the
terms of the Fund’s Governing Documents.

Other Fees and Expenses

In addition to any advisory fees payable to Prospect Hill Growth Partners, a Fund will generally incur certain
charges imposed by third parties and other expenses. Such expenses may include (but are not limited to): all
costs and expenses incurred in diligence, investigating, sourcing, developing, negotiating, structuring,
purchasing, acquiring, trading, settling, hedging, monitoring valuing, restructuring and holding portfolio or
prospective portfolio investments of the Fund, including without limitation any travel and travel-related, legal,

consulting, third party administrator, custodian, tax and accounting expenses in connection therewith (subject
to any reimbursement of such costs and expenses by portfolio companies of the Fund, or capitalization of
such payments and expenses in the purchase price of portfolio investments of the Fund, in completed
transactions); all other expenses related to the purchase, structuring, monitoring, sale, transferring, trading,
settlement, custody or transmittal of the Fund’s assets; the costs of rendering financial assistance to the
portfolio companies of the Fund; organizational expenses of the Fund, fees payable to any placement agent
engaged by Prospect Hill Growth Partners in the offering of the interests of the Fund; the costs of
unconsummated investments (including, without limitation, all costs and expenses incurred in developing,
investigating, negotiating, structuring or terminating any proposed portfolio investment in which the Fund
does not actually invest), including without limitation any travel, legal, tax and accounting, consulting,
investment banking, commercial banking, borrowing, custodial, auditing, depository and other professional
service fees and expenses in connection therewith; brokerage commissions and prime brokerage fees,
custodial expenses, agent bank and other bank service fees and other investment costs; costs of preparing
financial statements and reports to the limited partners of the Fund, tax returns and other filings and Schedule
K-1s; costs and fees of legal counsel, tax advisors, auditors, accountants, administrators, custodians (including
any depository appointed pursuant to AIFMD or other non-US law or regulation), consultants and other
outside advisors; all costs and fees related to complying with tax withholding and other foreign account
reporting regimes; all legal, regulatory, administrative and compliance costs of the Fund, a fund’s general
partner and/or Prospect Hill Growth Partners, in each case with respect to the Fund; any fees and expenses
associated with any non-U.S. representative(s) and/or paying agent(s) of a Fund’s general partner or the Fund;
fees, costs and expenses related to filings with the Committee on Foreign Investment in the United States
(“CFIUS”) or other matters related to Section 721 of the United States Defense Production Act of 1950, as
amended, or CFIUS in connection with the Fund’s investments or proposed investments, regardless of the
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Types of Clients

Prospect Hill Growth Partners generally provides investment advice to pooled investment vehicles, such as
the Funds and the Co-Investment Vehicles (as described in Item 4 above). The limited partners of (or
investors in) the Funds may include corporations, financial institutions, funds-of-funds, governmental bodies
or agencies, insurance companies, endowments, foundations, trusts, estates, high net worth individuals, and
pension and profit sharing plans. Prospect Hill Growth Partners also provides investment advice to Co-Invest
SPVs (as described in Item 6 above).

In connection with the formation and management of a Fund, Prospect Hill Growth Partners may form certain
related entities for such Fund. Prospect Hill Growth Partners may establish vehicles (“Feeder Funds”) to
address tax, legal or regulatory issues or requirements of certain investors in such Fund or for other purposes.

Prospect Hill Growth Partners may also form “parallel funds” to invest alongside a Fund in all of its
investments. In addition, Prospect Hill Growth Partners may form “alternative investment vehicles” or
special purpose vehicles (collectively, “AIVs”) for the purpose of facilitating certain investments by one or
more Funds. Please refer to the Governing Documents of the applicable Fund for more complete details on
parallel funds and AIVs. Each Feeder Fund, if formed, would be a limited partner (or equivalent) of a Fund
or an AIV and interests in such Feeder Fund would be held by investors who participate in the Fund or an
AIV through such Feeder Fund. Please refer to the Governing Documents of the applicable Fund or AIV for
more complete details on any Feeder Fund established by Prospect Hill Growth Partners in connection with
that Fund.

Minimum Investment Requirements

Interests in the Funds are offered in private placements under the U.S. Securities Act of 1933, as amended.
As a result, Prospect Hill Growth Partners generally offers limited partner (or equivalent) interests in the
Funds to a limited number of investors that are “accredited investors” (as defined in Regulation D under the
Securities Act) and, in most cases, exclusively to investors that are “qualified purchasers” (as defined in
Section 2(a)(51) of the Investment Company Act).

In general, the minimum investment commitment required of an investor to participate in a Fund is $100,000.
However, the general partner of each Fund has the discretion to increase or reduce the minimum investment
commitment. Investors and prospective investors in each Fund should refer to the Governing Documents of
such Fund for more complete information on minimum investment requirements for participation in such
Fund. The minimum commitment for an investor in a Co-Investment Vehicle is determined by the applicable
managing fiduciary of such Co-Investment Vehicle in its sole discretion.