GHP, a Delaware limited partnership, is based in Boston, Massachusetts, and has been in
business since 1998. GHP is a registered investment adviser. The principal owner of GHP is GH
Management Holdings, L.P. and the principal owners of GH Management Holdings, L.P. are
Christopher Gaffney, Matthew Vettel, Michael Kumin and Mark Taber. In addition, entities
affiliated with Blackstone Strategic Capital Advisors LLC (“Blackstone”) hold an indirect passive
minority interest in GHP and its affiliated general partners or managers of certain of the Funds
(as defined below). Blackstone has no authority over the day-to-day operations or investment
decisions of GHP or the Funds, although it does have certain customary minority protection
consent rights.
GHP provides investment advisory services to private pooled investment vehicles (the “Funds”).
The Funds are closed-ended and generally have a term of 10 years, subject to certain exceptions
in each Fund’s “Governing Documents” (which include an offering memorandum, limited
partnership agreement or operating agreement and other governing documents). The active main
Funds commenced operations between 2008 and 2021. The Funds were marketed primarily to
institutional investors and high net worth individuals. These investors purchase interests in the
Funds and investments are made at the Fund level, not for individual investors in the Fund. GHP’s
only advisory clients are the Funds and any co-investment entities created to facilitate
investments (for further information on co-investments see Item 11 below). Related entities of
GHP act as the general partner or manager of each Fund (each a, “General Partner,” and
collectively together with any future affiliated general partner entities, the “General Partners”).
As the investment adviser to the Funds, GHP, along with each Fund’s General Partner, identifies
investment opportunities for, and participates in the acquisition, monitoring, and disposition of the
Funds’ investments. The advisory services provided to each of the Funds are further described in
the Funds’ Governing Documents. The Governing Documents also detail the Funds’ investment
restrictions and remuneration the General Partners will receive for managing the Funds.
References to GHP or the Funds’ General Partner(s) are used interchangeably unless otherwise
stated.
The Funds provide private capital to finance the expansion, recapitalization or acquisition of
growth companies in the consumer, digital commerce, digital infrastructure, financial technology,
healthcare, software and other industries. The Funds’ investments are predominantly in non-
public companies acquired through privately negotiated transactions. As permitted by the Funds’
Governing
Documents, some investments have been made in public companies. The personnel
of GHP, the General Partners or their affiliates serve on portfolio companies’ board of directors
or otherwise act to influence the management of the portfolio companies held by the Funds.
The General Partners, GHP and/or their respective affiliates have entered and will in the future
enter into “side letters” with certain investors pursuant to which the General Partner, GHP and/or
their respective affiliates, as applicable, grants the investor specific rights, benefits, or privileges
that are not made available to other investors in the applicable Fund. These arrangements
typically clarify any regulatory, informational, and interpretational issues with the Governing
Documents and include excuse rights with respect to certain investments. Unless otherwise
required by the applicable Governing Documents or by applicable regulation or law, such
agreements will be disclosed only to those actual or potential investors that have separately
negotiated with the applicable General Partner, GHP and/or their respective affiliates for the right
to review such agreements. There are currently no “side letter” or similar arrangements that grant
investors lower management fees or Carried Interest (as defined below) except that (i) the
General Partner does not pay a management fee on its limited partner interest in its four most
recent Funds and the General Partner does not pay Carried Interest in the three most recent
Funds, Great Hill Equity Partners VI, L.P. (“Fund VI”), Great Hill Equity Partners VII, L.P. (“Fund
VII”) and Great Hill Equity Partners VIII, L.P. (“Fund VIII”) and (ii) in Fund VIII, all first closing
investors were given a fee holiday from the date that is the same number of days prior to the tenth
anniversary of the date the management fee commences being paid for Fund VIII as the number
of days between the initial closing date of Fund VIII and January 31, 2022. Certain side letter
rights are likely to confer benefits on the relevant limited partner at the expense of the relevant
Fund or of limited partners as a whole, including in the event that a side letter confers additional
reporting and/or information rights, the costs and expenses of which are permitted to be borne by
the relevant Fund.
GHP manages all assets on a discretionary basis in accordance with the terms and conditions of
each Fund’s Governing Documents. GHP does not manage client assets on a non-discretionary
basis. GHP’s regulatory assets under management is $13,526,193,000 as of December 31, 2023.
The information provided above about the investment advisory services provided by GHP
is qualified in its entirety by reference to the Funds’ Governing Documents.