Avista Capital Partners is a private investment management firm, including a registered investment advisory entity and other affiliated organizations affiliated with Avista Capital Holdings, L.P., a Delaware limited partnership (“Avista Capital Holdings” and, together with such affiliated organizations, collectively, “Avista”), that manages approximately $2.8 billion in private fund assets.1 Avista Capital Holdings is a registered investment adviser that commenced operations in May 2005. Avista Capital Holdings and its affiliated investment advisers, Avista Capital Partners GP, LLC (“ACP I GP”), Avista Capital Partners II GP, LLC (“ACP II GP”), Avista Capital Partners III GP, L.P. (“ACP III GP”), Avista Capital Partners IV GP, L.P. (“ACP IV GP”, Avista Capital Partners V GP, L.P. (“ACP V GP”) and Avista Healthcare Partners GP, Ltd., (“AHP GP”), and together with ACP I GP, ACP II GP, ACP III GP, ACP IV GP and ACP V GP, the “General Partners”, and together with Avista Capital Holdings, the “Advisers”) provide investment advisory services to private investment funds. Each of the General Partners is registered under the Advisers Act pursuant to Avista Capital Holdings’ registration in accordance with SEC guidance. This Brochure also describes the business practices of each Adviser, which operate as a single advisory business together with Avista Capital Holdings. Avista Capital Holdings serves as the management company of Fund I, Fund II, Fund III, Fund IV, Fund V and Avista Healthcare, pursuant to the Management Agreements (defined below). (See below for a list of the funds comprising Fund I, Fund II, Fund III, Fund IV and Fund V funds; Fund I, Fund II, Fund III, Fund IV, Fund V and Avista Healthcare each, a “Fund,” collectively, the “Funds” and together with any future private investment fund managed by Avista Capital Holdings, the “Private Investment Funds”.) In its capacity as the management company of the Funds, Avista Capital Holdings has the authority to manage the business and affairs of the Funds. The Funds and any other Private Investment Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Avista Capital Holdings’ investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted subject to certain limitations set forth in the applicable Fund’s limited partnership agreement or other operating agreement or governing document (each, a “Limited Partnership Agreement”). From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of Avista Capital Holdings or its affiliates may serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. 1 As of December 31, 2019. ACP I GP, a Delaware limited liability company, is the general partner of the private funds listed below (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “Fund I”).  Avista Capital Partners, L.P., a Delaware limited partnership  Avista Capital Partners (Offshore), L.P., a Bermuda exempted limited partnership For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund I” include each of the above-named private funds. While the substantial majority of the terms of each above named fund are the same, each of such funds was formed to suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight variations in structure and investment terms among the funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to that private fund. Additionally, ACP I GP is the manager of each of the following co-investment funds (collectively, the “Fund I Co-Investment Funds”), which was formed for the purpose of investing side-by-side with Fund I in a certain portfolio company investment of Fund I at the same time and on the same terms on a pro rata basis based on relative commitment sizes of Fund I and the relevant Fund I Co-Investment Fund.  ACP Nycom Holdings, LLC, a Delaware limited liability company

ACP II GP, a Delaware limited liability company, is the general partner of the private funds listed below (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “Fund II”).  Avista Capital Partners II, L.P., a Delaware limited partnership (“Onshore Fund II”)  Avista Capital Partners (Offshore) II, L.P., a Bermuda exempted limited partnership  Avista Capital Partners (Offshore) II-A, L.P., a Bermuda exempted limited partnership

For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund II” include each of the above-named private funds. While the substantial majority of the terms of each above named fund are the same, each of such funds was formed to suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight variations in structure and investment terms among the funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to that private fund. ACP III GP, a Delaware limited liability company, is the general partner of the private funds listed below:  Avista Capital Partners III, L.P., a Delaware limited partnership (“Onshore Fund III”)  Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership (“Offshore Fund III”)  Avista Capital Partners (Offshore) III-A, L.P., a Bermuda exempted limited partnership (“Offshore Fund III-A”) Additionally, ACP III GP is a special limited partner (i.e., carry partner) of the following alternative investment vehicle (the “Fund III AIV”), which was formed for the purpose of investing in certain portfolio company investments of Onshore Fund III. Fund III AIV, together with Onshore Fund III, Offshore Fund III, Offshore Fund III-A, any feeder vehicles, other alternative investment vehicles and special purpose entities are collectively referred to as “Fund III”.  ACP III AIV, L.P., a Bermuda exempted limited partnership  ACP III AIV GP, Ltd., a Bermuda limited company, is the general partner of Fund III AIV. For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund III” include each of the above-named private funds. While the substantial majority of the terms of each above named fund are the same, each of such funds was formed to suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight variations in structure and investment terms among the funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to that private fund. Further, ACP III GP is the manager of the following co-investment funds (other than ACP Acrobat Co-invest LP, which is managed by its General Partner, ACP III AIV GP, Ltd.) (the “Fund III Co-Investment Funds”), each of which was formed for the purpose of investing side-by-side with Fund III in a certain portfolio company investment of Fund III at the same time and on the same terms on a pro rata basis based on relative commitment sizes of Fund III and the Fund III Co-Investment Funds.  ACP Tower Co-Invest, LLC, a Delaware limited liability company  ACP Acrobat Co-Invest, LP, a Bermuda exempted limited partnership  Orbit Co-Invest III LLC, a Delaware limited liability company

ACP IV GP, a Delaware limited liability company, is the general partner of the private funds listed below:  Avista Capital Partners IV, L.P., a Delaware limited partnership (“Onshore Fund IV”)  Avista Capital Partners (Offshore) IV, L.P., a Bermuda exempted limited partnership (“Offshore Fund IV”) For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund IV” include each of the above-named private funds. While the substantial majority of the terms of each above named fund are the same, each of such funds was formed to suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight variations in structure and investment terms among the funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to that private fund. Further, ACP IV GP is the manager of the following co-investment funds (the “Fund IV Co-Investment Funds”, and together with the Fund I Co-Investment Funds and the Fund III Co- Invest Funds, the “Avista Co-Investment Funds”), each of which was formed for the purpose of investing side-by-side with Fund IV in a certain portfolio company investment of Fund IV at the same time and on the same terms on a pro rata basis based on relative commitment sizes of Fund IV and the Fund IV Co-Investment Funds.  ACP Cure Offshore Co-Invest LLC, a Delaware limited liability company  ACP Cure Onshore Co-Invest LLC, a Delaware limited liability company  ACP Ulysses Co-Invest LLC, a Delaware limited liability company  ACP Nimble Co-Invest, LLC, a Delaware limited liability company

ACP V GP, a Delaware limited liability company, is the general partner of the private funds listed below:  Avista Capital Partners V, L.P., a Delaware limited partnership (“Onshore Fund V”)  Avista Capital Partners (Offshore) V, L.P., a Bermuda exempted limited partnership (“Offshore Fund V”)

For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund V” include each of the above-named private funds. While the substantial majority of the terms of each above named fund are the same, each of such funds was formed to suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight variations in structure and investment terms among the funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to that private fund. AHP GP, a Bermuda exempted company, is the general partner of Avista Healthcare Partners, L.P. a Bermuda exempted limited partnership (“Avista Healthcare”): References to “Bermuda Funds” include Avista Capital Partners (Offshore), L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, L.P., Offshore Fund III, Offshore Fund III-A, Fund III AIV, Offshore Fund IV, Offshore Fund V and Avista Healthcare. Avista Capital Holdings’ advisory services for the Private Investment Funds are further detailed in the applicable private placement memoranda or other offering documents (each, a “Private Placement Memorandum” and, collectively, the “Private Placement Memoranda”), the applicable management agreements (each, a “Management Agreement” and, collectively, the “Management Agreements”) and the Limited Partnership Agreements of the Funds and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Private Investment Funds participate in the overall investment program for the applicable fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Limited Partnership Agreement: such arrangements generally do not and will not create an adviser-client relationship between Avista and any investor. The Funds and the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Limited Partnership Agreement with respect to such investors. Additionally, from time to time, the Advisers may provide (or agree to provide) co- investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, the Advisers’ personnel and/or certain other persons associated with the Advisers and/or its affiliates (to the extent not prohibited by the applicable Limited Partnership Agreement). Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Private Investment Fund making the investment. However, from time to time, for strategic and other reasons, a co- investor or co-invest vehicle (including a co-investing Fund) may purchase a portion of an investment from one or more Private Investment Funds after such Private Investment Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Private Investment Fund by a co- investor or co-invest vehicle generally occurs shortly after the Private Investment Fund’s completion of the investment to avoid any changes in valuation of the investment, and the co- investor or co-invest vehicle may be charged interest on the purchase to compensate the relevant Private Investment Fund for the holding period, and generally will be required to reimburse the relevant Private Investment Fund for related costs. As of December 31, 2019, Avista Capital Holdings managed approximately $2.8 billion in client assets on a discretionary basis. Avista Capital Holdings and each of the General Partners are controlled, directly or indirectly, by the principal owners of Avista Capital Holdings: Thompson Dean and David Burgstahler and, with respect to matters relating to Fund I, Fund II and Fund III, Steven A. Webster. please register to get more info

In general, Avista Capital Holdings receives a management fee (“Management Fee”) from the Funds in connection with advisory services it provides them. Avista Capital Holdings or other Avista entities or affiliates receive additional compensation in connection with management and other services performed for portfolio companies of the Funds (e.g., the General Partners receive carried interest, discussed in detail below) and such additional compensation offsets in whole or in part the Management Fee otherwise payable to Avista Capital Holdings. Limited partners in the Funds also bear certain fund expenses.
Management Fees
All investors and prospective investors should review the Limited Partnership Agreement of the relevant Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Fund. In certain circumstances, different Funds are subject to different Management Fees and performance-based compensation arrangements. Avista reserves the right to exempt certain parties, including employees, affiliates and related parties from all or a portion of the Management Fee. In limited circumstances, the advisory fees payable to Avista by individual investors in the Funds may be negotiable. Investors and prospective investors in each Fund should note that similar advisory services may (or may not) be available from other investment advisers for similar or lower fees. All clients are “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and therefore Avista has not included specific fee information in response to this Item.
Other Information
Avista is permitted to exempt certain investors in the Funds from payment of all or a portion of Management Fees and/or Carried Interest (as defined below), including an Adviser and any other person designated by an Adviser, such as “friends and family” of Avista Capital Holdings or its personnel, or other investors meeting certain qualification requirements based on commitment size. The General Partners reserve the right to make any such exemption from Management Fees and/or Carried Interest by a direct exemption, a rebate by the Advisers and/or its affiliates, or through other Funds which co-invest with a Fund. For example, in instances where an Avista professional or its affiliate invests in a Fund, such professional or its affiliate generally will be exempt from payment of the Management Fee and Carried Interest with respect to such Fund. Additionally, to the extent permitted by the relevant Limited Partnership Agreement, certain Advisers may have the right to permit investors, affiliated with an Adviser or otherwise, to invest through the relevant General Partner or other vehicles that do not bear Management Fees or Carried Interest. Waived or reduced Management Fees are not subject to the Management Fee offsets described above, and the amount of such waived or reduced Management Fees may be significant. Due to waived or reduced Management Fees by Avista and/or timing of receipt of compensation subject to offsets (as described above), it is possible that Management Fee offsets will not be fully realized by investors in a Fund, resulting in a net additional benefit to Avista. Avista retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice an investor directly for Management Fees or other compensation, rather than deducting such amounts from the investor’s capital account(s). The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the Limited Partnership Agreements over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former employees of Avista may receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, Carried Interest or other compensation received by Avista or its affiliates. In addition to the Management Fee and Carried Interest, the Funds bear certain expenses. As set forth in their Limited Partnership Agreements, the Funds bear all fees, costs, expenses, liabilities and obligations relating to the Fund’s (and its subsidiaries’ and intermediate entities’) activities, to the extent not paid by portfolio companies, including legal, accounting, accounting software, administration, auditing, financing, appraisal, filing, investment banking, travel (including but not limited to airfare, which may include first class airfare and occasional chartered and private airplanes), printing, consulting, research, brokerage, finder’s fees, custody, depositary, transfer, government and registration, insurance, advisory board, interest, taxes and other similar fees and expenses, including such fees and expenses, or other liabilities or obligations, incurred for transactions not consummated (“Broken Deal Expenses”), including Broken Deal Expenses relating to transactions that have been offered to co-investors. The Funds also bear expenses indirectly to the extent a portfolio company (or intermediate entity) pays expenses, including expenses of Avista Capital Holdings and/or its affiliates. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses (and/or transaction fees, monitoring fees or other compensation) are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. Brokerage fees may be incurred in accordance with the practices set forth in “Brokerage Practices.” The relevant General Partner also generally is permitted from time to time to establish Funds that are alternative investment vehicles in order to permit one or more investors to participate in certain particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to Avista Capital Holdings’ related policies and the relevant Limited Partnership Agreement(s) and/or Side Letter(s). Where a co-invest vehicle is formed, such entity will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. If a proposed transaction in which a co-investment was planned is not consummated, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated, all Broken Deal Expenses relating to such proposed transaction would be borne by the Fund or Funds that were to have participated in such proposed transaction, and not by any potential co-investors. However, to the extent that such co-investors have already invested in a co-investment or other vehicle in connection with such transaction, such vehicle may bear its share of such Broken Deal Expenses. The appropriate allocation between the Funds and any other Private Investment Funds of any Broken Deal Expenses will be determined by Avista Capital Holdings in good faith. In certain circumstances, one Fund may pay an expense or obligation common to multiple Funds (including without limitation legal expenses for a transaction in which all such Funds participate, or other fees or expenses in connection with services the benefit of which are received by other Funds over time), and be reimbursed by the other Funds by their share of such expenses or obligations, without interest. While highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. Avista Capital Holdings and/or its affiliates generally have discretion over whether to charge transaction fees, monitoring fees or other compensation to a portfolio company and, if so, the rate, timing and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Avista Capital Holdings and/or its affiliates on the other hand. As a matter of practice, Avista is typically paid Portfolio Company Fees from, on behalf of or with respect to co-investors in an investment. The Management Fee payable by Fund II, Fund III and Fund IV generally is reduced by the full amount of Offset Fees (i.e., Portfolio Company Fees net of unreimbursed expenses) received by Avista with respect to portfolio companies in which such Funds are invested, regardless of the proportion of such portfolio companies that is owned by co-investors. However, Avista expects that Offset Fees payable by portfolio companies of future Funds will not fully reduce the Management Fee payable by such future Funds to the extent that co-investors also invest in any investments together with any such future Funds. As a result, Avista expects that any such future Funds would, in most cases, only benefit with respect to their respective allocable portions on a fully diluted basis of any such fees but not with respect to the portions of any fees that relate to any such co-investors’ or potential co-investors’ investments, which could be significant. Similarly, in certain circumstances, Avista expects that co-investors, lenders, consultants or other parties could negotiate the right to share a portion of such fees from a particular investment, and the above-described offset percentage would be applied after excluding any amounts paid to such persons. For the avoidance of doubt, Avista also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies.

As described more fully in the governing documents, Avista has relationships with certain senior professionals who provide certain key value-added services to the portfolio companies of the Funds (the “Operating Partners”). These Operating Partners are not employees of Avista, although in some cases are members or limited partners of the Advisers. Such Operating Partners receive compensation from Avista portfolio companies and such compensation will not result in offsets to the Management Fee. The Management Fee is further reduced in the circumstances and by the amounts described in the Limited Partnership Agreements. The Operating Partners generally provide services in relation to the identification, acquisition, holding, improvement and disposition of portfolio companies, including operational aspects of such companies. In certain circumstances, these services also include serving in management or policy-making positions for portfolio companies. Compensation payable to Operating Partners includes, but is not limited to, cash fees, retainers, transaction fees, a profits or equity interest in a portfolio company, incentive equity and stock awards, profits or equity interests in one or more Funds or General Partners, remuneration from Avista and/or its Funds or affiliates, guaranteed minimuns or other compensation, the amount of which typically are determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such Operating Partners, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts believed to be charged by other providers for comparable services and/or a percentage of cash flows from such company. Operating Partners also generally will be reimbursed for certain travel and other costs in connection with their services. Operating Partners are not subject to the restrictions on Avista persons such as conflicts of interest, priority of transaction opportunities, and formation of other vehicles. The use of Operating Partners subjects Avista to potential conflicts of interest, as discussed under “Conflicts of Interest” below. please register to get more info

The General Partners receive certain allocations from the Funds that are calculated and charged based on a share of capital gains on or net income (including interest payments from portfolio companies) from the assets of Funds. Such allocations have the potential to be disproportionate relative to the capital contribution that the General Partners make to the Funds. Such performance-based allocation arrangements comply with Rule 205-3 under the Advisers Act to the extent required thereunder. Any share of profits allocated or distributed to a General Partner is separate and distinct from the advisory fees charged by Avista Capital Holdings to a Fund for advisory services. All investors and prospective investors should review the Limited Partnership Agreement of the relevant Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Fund. Arrangements regarding performance-based allocations received by related persons of Avista Capital Holdings have the potential to create an incentive for Avista Capital Holdings to select investments that may be riskier or more speculative than those that would be selected under a different fee arrangement. please register to get more info

Avista Capital Holdings provides investment advice solely to its clients, and references throughout this Brochure to “clients” and to Avista Capital Holdings’ related duties to and practices on behalf of its clients and/or investors should be construed accordingly. Private Investment Funds generally include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. The investors participating in Private Investment Funds generally include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and from time to time include, directly or indirectly, principals or other employees of Avista Capital Holdings and its affiliates and members of their families, Operating Partners or other service providers retained by Avista Capital Holdings. Fund I, Fund II, Fund III, Fund IV and Avista Healthcare are closed to new investors. please register to get more info

General
Avista intends to primarily focus on making private equity and equity-related investments in growth-oriented companies primarily in the healthcare, communications and industrial sectors. Avista’s investment strategy in the energy sector (with respect to Funds I, Fund II and Fund III) focuses on providing equity capital for businesses that it believes have strong growth prospects driven by sustainable competitive advantages, such as a strong management team, high-quality assets, superior technology or exceptional operations. Avista focuses on platform companies that it believes have ongoing capital requirements to pursue growth and acquisition opportunities. The Funds seek to generate significant long-term capital appreciation primarily through investments in companies in a variety of transactions, including, leveraged and unleveraged acquisitions, recapitalizations, restructurings, workouts, structured financings, growth equity and other related transactions. The Funds may make controlling equity interest or a minority investment in portfolio companies. There can be no assurance that the Advisers will achieve the investment objectives of the Funds and a loss of investment is possible.
Investment and Operating Strategy
Leveraged Buyouts. Avista generally seeks businesses that it believes are market leaders, have distinct and defensible competitive advantages and enjoy solid growth potential. Avista’s professionals also consider under-managed or under-capitalized divisions of larger businesses, small public companies that are overlooked or poorly understood, family-owned companies with succession considerations and other opportunistic situations. Avista structures buyouts with an amount of leverage in order to increase returns, and seeks to maintain the financial flexibility to fund growth opportunities and withstand market downturns. Growth Capital. Avista’s professionals have a particular focus on providing established and well-managed platform companies with the capital to pursue various objectives to create value through the implementation of consolidation strategies, broadening of their geographic footprint or enhancement of their product offerings, among others. When executing growth capital investments, Avista seeks to implement financing structures that are consistent with these companies’ growth requirements while maintaining an appropriate level of control through governance and control rights for the purpose of managing risk. Structured Equity. To capitalize on investment opportunities that arise when companies have limited access to the financial markets, Avista seeks to structure private securities that provide the appropriate balance between downside protection and the potential for significant equity appreciation. Avista believes that these opportunities typically result from market dislocations or the financial distress of a mature business. When reviewing structured equity investments, Avista’s professionals generally analyze the stability and defensibility of the cash flows to ensure appropriate credit coverage, while also considering the ability to create equity returns through revenue growth or margin improvement. Partnership and Minority Investments. Avista may selectively consider entering into partnership and minority equity opportunities in situations where the economic returns are compelling. In such cases, Avista typically negotiates certain limited control rights, including board seat representation, tag-along rights upon sale of the company, registration rights, supermajority vote approval for major corporate events, put rights upon change of control and preemptive rights. Typically, Avista’s professionals take an active role in the portfolio companies to create value post investment including seeking the right to designate a member to the board of the portfolio company. Post-Acquisition Value-Added. Avista’s professionals take an active role in assembling management teams and working with portfolio companies to develop strategic plans, enhance organic growth, pursue accretive acquisitions and increase efficiencies. The operating executives provide strategic insight, counsel and operational oversight and help develop and refine the strategic direction of the Funds’ portfolio companies. The professionals typically seek the right to designate board members in all of their investments. Avista’s professionals actively monitor and advise management teams, oversee strategic plans for expansion, growth and profitability, and methodically measure performance against these plans and other metrics. Avista’s professionals typically serve on the boards of its portfolio companies, providing ongoing monitoring of the portfolio companies’ progress. Avista’s professionals also have significant experience in strengthening management teams and, when necessary, replacing a company’s CEO, CFO or other executives. Exit Strategies. Avista’s professionals analyze exit scenarios and strategies before making an investment and seek to structure investments with a view towards the ease and speed of potential exits. Potential opportunities for exit are monitored throughout the ownership of the portfolio company in order to complete opportunistic realizations and protect built-up gains. The Funds intend to hold investments generally for three to five years, but may seek an earlier exit if opportunities for continued value creation are modest and it receives a price that meets its targeted return. Risks of Investment Each Fund and its investors bear the risk of loss that the Advisers’ investment strategy entails. Investors should review each Fund’s Private Placement Memoranda for information regarding risks specific to each Fund. In general, the risks involved with the Adviser’s investment strategy and an investment in the Funds include, but are not limited to: General Risk Factors Business Risks. The Funds’ investment portfolio will include securities and/or other interests issued by privately-held companies, and operating results in a specified period will be difficult to predict. In addition, it is expected that the Funds’ investment portfolios will include companies in an early stage of development, which may not have a proven operating history, may face competition from companies with greater resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel, and may require substantial additional capital to support their operations or to finance expansion. Accordingly, the growth of these companies may require significant time and effort resulting in a longer horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage. It is also expected that the Funds’ investment portfolios will also include securities issued by public companies, including formerly privately-held portfolio companies that have consummated IPOs during the Funds’ holding period. Public companies may be subject to public reporting requirements that could have a significant impact on the valuation of their shares on any given trading day. See “Investments in Public Companies” below. The foregoing investments involve a higher degree of business and financial risk that can result in substantial or total losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions, and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made, including the risks of war, revolutions and the effects of terrorist attacks. The possibility of partial or total loss of capital will exist, and investors should not invest unless they can readily bear the consequences of such loss. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Funds and their portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by the Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon the Funds’ portfolio companies. Market Conditions. Any material change in the economic environment, including a slow- down in economic growth and/or changes in interest rates or foreign exchange rates, could have a negative impact on the performance and/or valuation of the portfolio companies. The Funds’ performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007 or the downgrading of the credit rating of the United States in 2011, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies and investors’ risk-free rate of return. Movements in foreign exchange rates may adversely affect the value of investments in portfolio companies and the Fund’s performance. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of the Fund to sell and/or partially dispose of its portfolio company investments. Such adverse effects may include the requirement of the Funds to pay break-up, termination or other fees and expenses in the event the Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of the Fund to dispose of investments at prices that the General Partners believe reflect the fair value of such investments. The impact of market and other economic events may also affect the Funds’ ability to raise funding to support their investment objective. Risks Associated with Unspecified Transactions. The Funds’ investors will be relying on the ability of the General Partners and Avista Capital Holdings to locate and evaluate the investments to be made by the Funds. Such investors so not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the particular investments to be made by any Fund. In addition, the activity of identifying, completing and realizing private equity investments is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. There can be no assurance that Avista will be able to locate, or any Fund will be able to complete, portfolio investments that satisfy such Fund’s rate of return objectives or, if completed, realize such investments for fair or attractive values or that such Fund will be able fully to invest its committed capital. Even if the investments of a Fund are successful, they may not produce a realized return to such Fund’s investors for a number of years. Lack of Sufficient Investment Opportunities. The business of identifying, completing, structuring and realizing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that one or more Funds will never be fully invested if enough sufficiently attractive investments are not identified. However, investors in any such Funds will be required to pay Management Fees for an extended period of time based partially on the entire amount of their respective commitments, even if such Fund is never fully invested. The availability of investments generally will be subject to market conditions, including perceptions of Avista Capital Holdings’ ability to consummate transactions. In particular, in light of changes in such conditions certain types of investments may not be available to one or more Funds on terms that are as attractive as the terms on which opportunities were available to previous investment programs sponsored by Avista Capital Holdings. Moreover, Avista Capital Holdings expects competition among private equity firms to potentially increase. The Funds may be competing for investments with many other private equity investors, as well as companies, governments, public equity market participants, individuals, financial institutions and other investors. Additional investment funds with similar objectives as one or more Funds may be formed in the future by other unrelated parties. Further, there continues to be a significant amount of equity capital available for investment by such other investors. In such an environment, the sourcing and execution of transactions for the Funds, whether on a proprietary basis or otherwise, becomes more challenging. To the extent that one or more Funds encounters competition for investments, returns to the Funds’ investors may decrease. Additionally, the Funds will incur bid, due diligence or other costs on investments that may not be successful. As a result, the Funds may not recover all of its costs, which would adversely affect returns. Lack of Diversification. Subject to any applicable restrictions contained in the provisions of a Fund’s Limited Partnership Agreement, while Avista has historically sought to balance investments across the healthcare industry, there is no assurance as to the degree of diversification that ultimately will be achieved among a Fund’s investments. Limited Number of Investments; Impact of Excuse or Exclusion. One or more Funds may ultimately make only a limited number of investments. In addition, investors’ participation in any Fund’s investments may be limited by virtue of its General Partner’s right to exclude an investor from, or an investor’s right to be excused from, participating in certain of such Fund’s investments as set forth in the Limited Partnership Agreement, thereby increasing the participation of other investors. As a consequence of one or more investors being excused or other factors limiting investments, the aggregate returns realized by the participating investors could be adversely affected in a material manner by the unfavorable performance of even one investment by a Fund. The performance of one or more substantial investments may have a significant impact on the overall performance of any given Fund. Need for Follow-On Investments. Following its initial investment in a portfolio company, a Fund may have the opportunity to increase its investment in successful operations or may be asked to provide additional funds to such portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that any Fund will make follow-on investments or that any Fund will have sufficient available capital or capacity under any credit agreements to, or be permitted to, make such investments. Any decision not to make follow-on investments, or a Fund’s inability to make them, may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), may result in missed opportunities for any such Fund, or may result in the dilution of such Fund’s investment if a third party invests in such portfolio company. Conflicting Investor Interest. Limited partners may have conflicting investment, tax, and other interests with respect to their investments in the Funds, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by the General Partners regarding an investment that may be more beneficial to one limited partner than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, the General Partners generally will consider the investment and tax objectives of the Funds and its limited partners as a whole, not the investment, tax, or other objectives of any limited partner individually. Dynamic Investment Strategy. The Funds are not restricted in terms of the percentage of their capital that can be invested in a particular industry and are only generally restricted as to geographic concentration. As a result, the Funds’ investment portfolios could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the target amount, the Funds may invest in fewer portfolio companies and thus be less diversified. Many factors may contribute to changes in emphasis in the construction of any Fund’s portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of any Fund will resemble the portfolio of any prior Avista fund. The Funds may modify the implementation of its investment strategies, investment process and/or investment techniques as compared to prior Funds based on market conditions, changes in personnel or as the General Partners otherwise determine appropriate subject to the terms of the Limited Partnership Agreements. The General Partners may pursue investments outside of the industries and sectors in which the Funds have previously made investments. Reliance on Portfolio Company Management. The day-to-day operations of each portfolio company will be the responsibility of such portfolio company’s management team. Although Avista Capital Holdings will be responsible for monitoring the performance of each investment and the Funds will generally intend to invest in companies operated by (or else put in place) strong management, there can be no assurance that a portfolio company’s existing management team, or any successor team, will be able to operate such company in accordance with the Funds’ expectations. In addition, the Funds may not always be the controlling shareholder in a portfolio company or represent a majority of its board of directors, and thus may exert less influence than a controlling shareholder. Risks in Effecting Operating Improvements. In some cases, the success of a Fund’s investment strategy will depend, in part, on the ability of such Fund or the management of a portfolio company to restructure and implement improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. In addition, executing operational improvements may divert the attention of key personnel and disrupt normal business. There can be no assurance that any Fund will be able to successfully identify and implement such restructuring programs and improvements. Reliance on Avista Investment Professionals. Control over the operation of the Funds will be vested with the General Partners, and the success of the Funds will depend in large part upon the skill and expertise of Avista professionals. Limited Partners will have no right to participate in the day-to-day operation of the Funds, including investment, structuring and disposition decisions and decisions regarding the operation of portfolio companies. Although Avista believes the success of the Funds is not dependent upon any individual, there can be no assurance that any individual professional will continue to be associated with the Funds. There can be no assurance that Avista personnel will not be solicited by and join competitors or other firms or that Avista will be able to hire and retain any new personnel or add to its roster of investment professionals. In the event of the death, disability, departure or reduction of service of any of such individuals, the business and the performance of the Fund may be adversely affected. Risks Relating to Due Diligence of and Conduct at Portfolio Companies. Before making investments, the General Partners and Avista Capital Holdings will typically conduct such due diligence as they deem reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto and the General Partners and Avista Capital Holdings may rely on the advice received from such third parties. The due diligence investigation carried out with respect to any investment opportunity will not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return of invested capital. Uncertainty of Financial Projections. The Funds may use financial projections to help analyze a potential investment or future capital raises and financing for portfolio companies or other transactions. Projected operating results will often be based on management judgments, with adjustments to such projections made by the General Partners in their respective discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be attained, and actual results may vary significantly from the projections. Also, general economic conditions, which are not predictable, can have a material adverse effect on the reliability of such financial projections. Expedited Transactions. Investment analyses and decisions by the General Partners and Avista Capital Holdings may often be undertaken on an expedited basis in order for the Funds to take advantage of investment opportunities. In such cases, information available to the General Partners and Avista Capital Holdings at the time of an investment decision may be limited, and the General Partners and Avista Capital Holdings may not have access to the detailed information necessary for a full evaluation of the investment opportunity. Valuation of Assets. There is not expected to be an actively traded market for most of the securities owned by the Funds. When estimating fair value, the General Partners will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities ultimately may be sold. The exercise of discretion in valuation by the General Partners may give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of Management Fee. Illiquidity; Lack of Current Distributions. Most of the investments to be made by the Funds are likely to be illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on investment. Furthermore, the expenses of operating the Fund (including the Management Fee) may exceed its income, thereby requiring that the difference be paid from the Funds’ capital, including unfunded commitments. Illiquidity may result from the absence of an established market for the investments, as well as legal, contractual or other restrictions on the resale of investments by the Funds. Dispositions of investments by the Funds may be subject to contractual and other limitations on transfer, or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. Investments in publicly-traded companies held by the Funds may also be subject to legal, contractual, practical or applicable company policy restrictions on resale, including the possibility that the Funds will be in possession of material non-public information about the company and statutory volume limitations. In addition, the ability to exit an investment through the public markets (and the terms of such exit) will depend on market conditions, and particularly the market for public offerings. The Funds’ investment program should be considered speculative, as there can be no assurance that Avista Capital Holdings’ assessments of the short-term or long-term prospects of investments will generate a profit for the Funds’ investors. In view of the fact that the Funds are only obligated to make distributions to the extent of distributable cash, if any, after taking into account reserves for future obligations, and may, subject to certain limitations set forth in the Limited Partnership Agreements, reinvest, rather than distribute, or otherwise recall certain proceeds from investments, if any, an investment in any Fund is not suitable for investors seeking current income for financial or tax planning purposes. No Market for Interests in the Fund. Interests in the Fund may not generally be transferred, sold, assigned, pledged or otherwise encumbered without the prior written consent of the General Partner, and the volume of transfers permitted in any calendar year may be restricted in order to comply with certain safe harbors under the tax regulations promulgated under the Internal Revenue Code of 1986, as amended. Because interests in the Funds will not be registered under Federal or state securities laws they cannot be resold unless an exemption from registration is available. There is no public market for interests in the Funds and none is expected to develop. Therefore, each investor must consider its investment in the Funds to be illiquid, and must be prepared to bear the risks of owning an interest for an extended period of time. In general, withdrawals of Fund interests are not permitted. In addition, Fund interests are not redeemable. Dilution from Subsequent Closings. Investors subscribing for interests in any Fund at subsequent closings or that increase their respective capital commitments to any Fund generally will participate in existing investments of the Fund, thereby diluting the interest of existing Limited Partners in such investment (as described more fully in each Fund’s Private Placement Memorandum). Although such investors generally will contribute their pro rata share of capital previously called by the applicable Fund, there can be no assurance that this contribution will reflect the fair value of such Fund’s existing investments at the time such investors subscribe for interests in such Fund or increase their respective capital commitments to such Fund. Recycling/Reinvestment. In addition to having the right to recall distributions previously made to the Funds’ investors (subject to certain limitations set forth in each Fund’s Limited Partnership Agreement), as described in such Fund’s Private Placement Memorandum, certain Funds’ General Partners may also during such Funds’ commitment period generally recall capital in certain circumstances. Accordingly, during the term of any such Fund, such Fund’s investors may be required to make capital contributions in excess of their respective capital commitments and, to the extent such recalled or retained amounts are reinvested in investments, any such investor will remain subject to investment and other risks associated with such investments. Borrowing; Portfolio Company Leverage. The Funds may make investments, either through leveraged buyouts or otherwise, in portfolio companies that have a leveraged capital structure. Such use of leverage generally magnifies both a Fund’s opportunity for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times may be difficult to obtain or maintain the desired degree of leverage. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. In addition, the leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Fund’s investments in the leveraged portfolio companies in a down market. In the event that such a company is unable to generate sufficient cash flow to timely meet principal and interest payments on its indebtedness, the value of the applicable Fund’s investment in such portfolio company could be significantly reduced or even eliminated, in turn affecting Fund returns. Additionally, the Funds generally are authorized to borrow funds, from time to time, for investment or other specific business purposes and to provide guarantees of or other credit support for the obligations of third parties, subject to certain limitations provided in the applicable Limited Partnership Agreements. Such borrowing may be used, for among other purposes, to purchase portfolio investments as they become available in advance of the receipt of anticipated funds from capital contributions or otherwise when capital contributions are not available. As security for such borrowing, guarantees or other credit support, such Funds may grant liens on any of the Funds’ respective assets to the lender or other counterparty, which assets may not necessarily be limited to a single portfolio investment. Such lender or other counterparty would, accordingly, have a claim that has priority over any claim by such Fund’s investors to such assets in an insolvency event or proceeding. In addition, to support borrowing, each of such Fund and its General Partner, as applicable, will have the right, at its option, to pledge all or a portion of uncalled capital commitments, the right of such General Partner to deliver notices to such investors demanding capital contributions and to enforce all remedies pursuant to the applicable Limited Partnership Agreement in accordance with the terms thereof against defaulting investors, and any account into which such capital contributions are made; provided, that no such investor will be obligated to pledge its interest in such Fund. Although borrowings by a Fund may enhance overall returns, they may further diminish returns (or increase losses) to the extent overall returns are less than the Fund’s cost of funds. The Funds may incur leverage on a joint and several basis with one or more other parallel Funds and may have a right of contribution, subrogation or reimbursement from or against such entities. Monetary Policy and Governmental Intervention. In response to the global financial crisis in 2008, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and global central banks, including the European Central Bank, in addition to other governmental actions to stabilize markets and seek to encourage economic growth, acted to hold interest rates to historic lows. These and other actions by the Federal Reserve and other central bankers, including changes in policies, may have a significant effect on interest rates and on the U.S. and world economies generally, which in turn may affect the performance of the Funds’ investments on an absolute and/or relative basis. In addition, the consequences of the extensive changes to the regulation of various markets and market participants contemplated by the legislation and increased regulation arising out of the global financial crisis have not been fully implemented in all cases and therefore the ultimate effects thereof are difficult to predict or measure with certainty. More recently, in response to interagency guidance on leveraged lending by the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation intended to curtail certain leveraged lending to market participants such as private equity firms in connection with their investment activities, private equity funds may need to finance portfolio investments with a greater proportion of equity relative to prior periods and the terms of debt financing may be less flexible for borrowers compared to prior periods. These developments may impair the Funds’ ability to consummate transactions and/or cause the Funds to enter into transactions on less favorable terms, including exits and other dispositions as certain loan terms may no longer be available to potential buyers. Non-U.S. Investments Generally. The Funds may invest in the securities of issuers located outside of the U.S., including up to 33% of the aggregate capital commitments in portfolio companies that conduct substantially all of their operations outside of North America and Canada. Non-U.S. securities, including certain securities issued in Canada, involve certain factors not typically associated with investing in U.S. securities, including, but not limited to, risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Funds’ non-U.S. investments are denominated, and costs associated with conversion of investment capital and income from one currency into another and/or the repatriation of capital from such jurisdictions (see “Non-U.S. Currency Risks” below); (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and many non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; and (v) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities. In addition, laws and regulations of non-U.S. countries may impose restrictions that would not exist in the U.S. and may require financing and structuring alternatives that differ significantly from those customarily used in the U.S. Non-U.S. countries also may impose taxes on the Funds and/or the Funds’ investors. The General Partners intend to analyze risks in the applicable non-U.S. countries before making such investments, but no assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding non-U.S. ownership of assets or repatriation of funds or changes in taxation, will not adversely affect the Funds, the Funds’ investors or an investment by the Funds. Non-U.S. Currency Risks. Although many of the Funds’ investments are expected to be U.S. dollar denominated, the Funds’ investments that are denominated in non-U.S. currencies are subject to the risk that the value of a particular currency will change in relation to one or more other currencies, including the U.S. dollar, the currency in which the books of the Funds are kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, the level of short-term interest rates, differences in relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Funds may incur costs in converting investment proceeds from one currency to another. Avista Capital Holdings may, but it is under no obligation to, employ hedging techniques to manage exposure, although there can be no assurance that such strategies will be effective (see “Hedging Policies/Risks” below). Non-U.S. prospective investors should note that interests in the Funds are denominated in U.S. dollars. Fund investors in any country in which U.S. dollars are not the local currency should note that changes in value of foreign exchange between the U.S. and such currency may have an adverse effect on the value, price or income of the investment to such prospective investors. There may be foreign exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions. Hedging Policies/Risks. In connection with certain portfolio investments, the Funds may (but are not obligated to) employ hedging techniques designed to reduce the risks of adverse movements in commodity prices, interest rates and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks and costs. Therefore, while the a Fund may benefit from the use of these hedging mechanisms, unanticipated changes in commodity prices, interest rates or currency exchange rates may result in a weaker overall performance for such Fund than if it had not entered into such hedging transactions. Further, there may be circumstances where a Fund elects not to employ hedging techniques. In such circumstances, the lack of a hedge may permit such Fund to take advantage of favorable movements in commodity prices, interest rates and currency exchange rates but may expose such Fund to risks of adverse commodity price, interest rate or currency exchange rate movements. The Funds may incur costs related to hedging arrangements, which may be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject the Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (“CFTC”)or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Investments in Public Companies. Certain Funds may invest in public companies (subject to restrictions set forth in the Limited Partnership Agreements) or take private portfolio companies. Investments in public companies may subject such Funds to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include, without limitation, movements in the stock market and trends in the overall economy, greater volatility in the valuation of such companies, increased obligation to disclose information regarding such companies, limitations on the ability of such Funds to dispose of such securities at certain times (including due to the possession by the Fund of material non-public information, as discussed below under “Material Non-Public Information”), increased likelihood of shareholder litigation and insider trading allegations against such companies’ board members, which may include Avista personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. Limited Access to Information. Limited partners’ rights to information regarding a Fund, the relevant General Partner or Avista Capital Holdings generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Avista Capital Holdings’ control. Decisions by Avista Capital Holdings or its affiliates to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for a limited partner to monitor Avista Capital Holdings and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a Fund’s advisory board generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and Avista Capital Holdings reserves the right to withhold certain information from investors subject to such laws for reasons relating to Avista Capital Holdings’ public reputation, business strategy or other reasons. Material Non-Public Information; Other Regulatory Restrictions. From time to time, Avista and its personnel may come into possession of confidential or material non-public information concerning specific companies, including as a result of certain Avista professionals serving on the boards of directors of portfolio companies. Under applicable securities laws, this may limit the General Partners’ or Avista Capital Holdings’ flexibility to buy or sell securities issued by such companies. The Fund’s investment flexibility may be constrained as a consequence of the General Partners’ or Avista Capital Holdings’ inability to use such information for investment purposes. Avista Capital Holdings has policies and procedures in place that are intended to prevent the misuse of material non-public information by Avista personnel, although there can be no assurance that such misuse will never take place. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Avista Capital Holdings or the funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust remedies relating to one Fund’s acquisition of a portfolio company may require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of Avista Capital Holdings’ inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Avista Capital Holding or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Debt Investments in Portfolio Companies. Certain Funds may, in certain circumstances, make investments in debt instruments or convertible debt securities, including in connection with investments in equity or equity-related securities and debt investments that have an expected return comparable to equity or equity-related securities. Such debt may be unsecured or structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness and there is no minimum credit rating for such debt investments. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions. Regulation and Enforcement; Litigation. In the ordinary course of its business, the Funds may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of the Funds and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the General Partners’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The growth of the private equity industry, and the increasing size and reach of transactions, has prompted additional governmental and public attention to the industry and its practices. The portfolio companies of Avista are subject to the antitrust and competition rules that apply in those countries or regions in which they do business. Failure to comply with those rules could expose the infringing company to sanctions or penalties including fines and civil damage actions. In some situations, private equity sponsors could be held jointly and severally liable for any sanctions or penalties imposed on a current or previously-owned portfolio company for breach of the applicable antitrust rules. In recent years, there have been governmental investigations and lawsuits over whether certain club deals or consortium bids constituted an illegal attempt to collude and drive down the prices of acquisitions. Consortium bids are deals in which two or more unaffiliated entities either provide equity financing or divide the target business being acquired. These transactions can range in size from the large private equity club deals in which the target remains intact to much smaller deals in which a target is broken up and sold to multiple strategic buyers. Private equity firms that engage in potentially anti-competitive practices in an otherwise permissible and lawful club deal could be liable for monetary damages to former shareholders of target companies and be subject to U.S. Department of Justice investigation and civil and criminal prosecution resulting in fines. The Antitrust Division of the U.S. Department of Justice has previously issued information requests relating to private equity transactions among multiple fund sponsors and in 2014, several fund sponsors settled claims that they had conspired to not bid against each other on eight large “take-private” buyouts that occurred prior to the global financial crisis. There can be no assurance that the Funds will not be subject to third-party litigation and/or investigations involving consortium bids. Additional regulation could also increase the risks of third-party litigation. The transactional nature of the business of the Fund exposes the Funds, the General Partners and Avista Capital Holdings generally to this risk of third-party litigation. Avista and its related affiliates have been subject, historically, to such litigation. Under the Limited Partnership Agreements, the Funds will generally be responsible for indemnifying the General Partners, Avista Capital Holdings and related parties for costs they may incur with respect to such litigation not covered by insurance. Control Person Liability. The Funds may not always be the controlling shareholder in a portfolio company. However, it is expected that the Funds will have controlling interests in certain of its portfolio companies. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, pension and other fringe benefits, failure to supervise management, violation of laws and governmental regulations (including securities laws) and other types of liability, for which the limited liability generally afforded to investors may be ignored. In particular, if determined to be a direct owner or operator of any of the portfolio company’s facilities or operations, the Fund could face strict, joint and several liability under environmental laws for hazardous substance or contamination- related liabilities. If any such liabilities were to arise, certain Funds might suffer significant losses. While the General Partners intend to manage the Funds in a manner that will minimize the exposure of these risks, the possibility of successful claims against the Funds and its affiliates cannot be precluded. In addition, it is expected that professionals of Avista will serve as directors of certain of the portfolio companies, including public companies, and as such, may have duties to persons other than the Fund. Unfunded Pension Liabilities of 80%-Owned Portfolio Companies. Recent court decisions have found that, where an investment fund owns 80% or more (or under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. Although the Funds intend to manage their investments in a manner that will minimize any such exposure, certain Funds may, from time to time, own an 80% or greater interest in a portfolio company that has unfunded pension fund liabilities. If a Fund (or other 80%-owned portfolio companies of a Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of such Fund and the companies in which such Fund invests 80% or more of the equity. Lack of Unilateral Control. Even if it is the majority investor or the controlling shareholder in certain circumstances, a Fund may not have unilateral control of all of its portfolio companies. In addition, the Funds may make minority equity investments in portfolio companies where there is the possibility that the portfolio companies may be controlled or influenced by persons who have economic or business interests or goals or tax or other considerations that differ from or are inconsistent with those of the Funds or their investors or may be in a position to take action contrary to the Funds’ business, tax or other interests, and the Funds may not be in a position to limit such contrary actions or otherwise protect the value of the Funds’ investment. When taking non-control positions, the Funds will generally seek to obtain negative controls and veto rights on major decisions, but it may be more difficult for the Funds to liquidate its interests than it would be had the Funds owned a controlling interest in such company. Even if the Funds has contractual rights to seek liquidity of the Funds’ minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Funds, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Adequacy and Availability of Insurance. While the Funds may seek to make investments where insurance and other risk management products (to the extent available on commercially reasonable terms) are utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, this may not always be practicable or feasible. Moreover, it will not be possible to insure against all such risks, and such insurance proceeds as may be derived in a timely manner from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. In addition, certain losses of a catastrophic nature, such as those caused by wars, earthquakes, terrorist attacks or other similar events, may be either uninsurable or insurable at such high rates as to adversely impact the Funds’ profitability. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance. As a result, it is unlikely that any of the Funds’ investments will be insured against damages attributable to acts of terrorism. Absence of Regulatory Oversight. While the Funds may be considered similar in some ways to investment companies, they are not registered and do not intend to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, accordingly, investors will not be accorded the protections of the Investment Company Act. The Fund is also expected generally to be operated such that the assets of the Fund are not “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), so that neither the General Partners nor Avista Capital Holdings would be expected to be subject to the heightened fiduciary standards and regulations imposed by ERISA. In addition, interests in the Funds have not been and will not be registered under the laws of any jurisdiction (including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the laws of any state of the United States, or the laws of any non-U.S. jurisdiction), and are being offered in reliance upon an exemption from such laws. These limited partner interests have not been recommended by any U.S. federal or state, or any non-U.S., securities commission or regulatory authority. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the General Partners, Avista Capital Holdings, portfolio company officers or employees, service providers to the foregoing and/or their respective affiliates could cause significant losses to the Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by the Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation or serious financial harm, including limiting the Funds’ business prospects or future marketing activities, and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to the Funds. Avista Capital Holdings has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that the General Partners or Avista Capital Holdings will be able to identify or prevent such misconduct. Indemnification. The Funds will be required to indemnify, among others, the General Partners, Avista Capital Holdings and Avista and their respective officers, directors, employees, members, shareholders and partners, each member of the Funds’ advisory committees and their respective related investors. Additionally, such parties shall be entitled to exculpation by the Funds. Such liabilities please register to get more info

Avista Capital Holdings and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure. please register to get more info

Avista Capital Holdings is affiliated with other Avista investment advisers, including General Partners and equivalent entities formed from time to time and subject to the Advisers Act pursuant to Avista Capital Holdings’ registration in accordance with SEC guidance. registered with the SEC under the Advisers Act pursuant to Avista’s registration in accordance with SEC guidance. These entities operate as a single advisory business together with Avista and serve as managers or general partners of Private Investment Funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. please register to get more info

TRADING
The Advisers have adopted the Avista Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of Avista principals and employees and addresses conflicts that arise from personal trading. The Code requires certain Avista personnel to report their personal securities transactions, prohibits or requires pre-clearance for Avista personnel from directly or indirectly acquiring beneficial ownership or disposing of securities in an initial public offering, and prohibits Avista personnel from directly or indirectly acquiring beneficial ownership of securities with limited exceptions, without first obtaining approval from the Avista Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any limited partner or prospective limited partner upon request to Benjamin Silbert, the Avista Chief Compliance Officer, at 212-593-6900. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client eligible investments. The Advisers and their affiliated persons come into possession, from time to time, of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Advisers and their affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of the Advisers. Accordingly, should the Advisers or any of their affiliated persons come into possession of material nonpublic or other confidential information with respect to any public company, the Advisers would be prohibited from communicating such information to clients, and the Advisers will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions would be applicable as a result of the Advisers’ personnel serving as directors of public companies and would restrict trading on behalf of clients, including the Funds. Principals and employees of the Advisers and their affiliates generally are expected to directly or indirectly own an interest in Private Investment Funds, including the Fund or certain co-investment vehicles. To the extent that co-investment vehicles exist, such vehicles are expected to invest in one or more of the same portfolio companies as the Funds. Co-invest opportunities generally are also expected to be presented to certain affiliates of the Advisers, as well as third party investors and other persons, and such co-investments may be effected through co-investment vehicles or directly in a particular portfolio company or through an intermediate entity in a portfolio company’s structure. Such co-investment opportunities generally will be allocated in the manner described under “Methods of Analysis, Investment Strategies and Risk of Loss.” The Advisers and their affiliates, principals and employees expect from time to time to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in the Funds, as well as give advice and recommend securities to vehicles which differs from advice given to, or securities recommended or bought for the Funds even though their investment objectives are the same or similar. The governing documents and investment programs of certain vehicles sponsored by Avista (the “Reference Funds”) generally restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles in issuers held by such Reference Funds or give priority with respect to investments to such Reference Funds. Some of these restrictions could be waived by limited partners (or their representatives) in such Reference Funds or be subject to limitations (e.g., by time or percentage of capital deployed). please register to get more info

The Advisers focus on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, the Advisers reserve the right to distribute securities to investors in a Fund or sell such securities, including through using a broker-dealer, such as where a public trading market exists. Although the Advisers do not intend to regularly engage in public securities transactions, to the extent they do so, they intend to follow the brokerage practices described below. If the Advisers sell publicly traded securities for a Fund, they are responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by the Advisers. In such event, the Advisers will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, the Advisers reserve the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. The Advisers have no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although the Advisers generally seek competitive commission rates, they will not always necessarily pay the lowest commission or commission equivalent. Transactions that involve specialized services on the part of the broker involved and often will entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Advisers seeking to obtain best execution, brokerage commissions on client transactions are permitted to be directed to brokers in recognition of research furnished by them, although the Advisers generally do not make use of such services at the current time and have not made use of such services since its inception. Such research services could include economic research, market strategy research, industry research, company research, fixed income data services, computer-based quotation equipment and research services and portfolio performance analysis. As a general matter, research provided by these brokers would be used to service all of the Advisers’ Private Investment Funds. However, each and every research service will not be used for the benefit of each and every Private Investment Fund managed by the Advisers, and brokerage commissions paid by one Private Investment Fund are expected to be applied towards payment for research services that might not be used in the service of such Private Investment Fund. Research services will be shared among the Advisers and their affiliates. The Advisers do not employ any agreement or formula for the allocation of brokerage business on the basis of research services; however, the Advisers, in their discretion, reserve the right to cause the Private Investment Funds to pay such brokers a commission for effecting portfolio transactions in excess of the amount of commission another broker adequately qualified to effect such transactions would have charged for effecting such transactions. This generally arises where the Advisers have determined in good faith that such commission is reasonable in relation to the value of brokerage and research services received. In reaching such a determination, the Advisers would not be required to place or attempt to place a specified dollar value on the brokerage or research services provided by such broker. The Advisers will periodically determine which brokers have provided research that has been helpful in the management of Private Investment Funds. To the extent consistent with the Advisers’ goal to obtain best execution for their Funds, the Advisers reserve the right to seek to place a portion of the trades that they direct with the brokers who are identified through this process. To the extent that the Advisers allocate brokerage business on the basis of research services, they expect to have an incentive to select or recommend broker-dealers based on the interest in receiving such research or other products or services, rather than based on its Private Investment Funds’ interest in receiving most favorable execution. The Advisers do not anticipate engaging in significant public securities transactions; however, to the extent that the Advisers engage in any such transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Private Investment Funds are completed independently, the Advisers also reserve the right to purchase or sell the same securities or instruments for several Private Investment Funds simultaneously. From time to time, the Advisers expect, but are not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders are permitted to be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Private Investment Fund of the Advisers is favored over any other Private Investment Fund. When an aggregated order is filled in its entirety, each participating Private Investment Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they would have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Private Investment Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Private Investment Funds. Each Private Investment Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible provided the Advisers believe they are fair and equitable to their clients under the circumstances over time. In Avista’s private company securities transactions on behalf of the Funds, Avista reserves the right to retain one or more broker-dealers or investment banks, the costs of which will be borne by the relevant Fund and/or its portfolio companies. In determining to retain such parties, Avista reserves the right to consider a wide variety of factors, including: (i) capabilities with respect to the type of transaction being contemplated; (ii) commissions or fees charged; (iii) reputation of the firm being considered; and (iv) responsiveness to requests for information. As a result, although Avista generally will seek reasonable rates for such services, the market for such services involves more subjective evaluations than public securities brokerage transactions, and the Funds will not always pay the lowest commission or fee for such services. please register to get more info

The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, Avista Capital Holdings closely monitors companies in which the Funds invest, and the Avista Chief Compliance Officer periodically checks to confirm that each Private Investment Fund is maintained in accordance with its stated objectives. Each Fund generally will provide to each of its limited partners (i) annual GAAP audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each limited partner’s tax return and (iii) at the time of delivery of the financial statements, reports providing a description of all investments held by the Funds and a narrative summary of the status of each such investment. please register to get more info

Avista Capital Holdings and/or its affiliates intend to provide certain business or consulting services to companies in each Fund’s portfolio and expect to receive compensation from these companies in connection with such services. As described in the Funds’ Limited Partnership Agreements, this compensation may, in many cases, offset a portion of the Management Fees paid by Funds. However, in other cases (e.g., reimbursements for out of pocket expenses directly related to a portfolio company), these fees may be in addition to Management Fees. See “Fees and Compensation.” Avista Capital Holdings reserves the right from time to time to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential limited partner becoming a limited partner in a Fund or other Private Investment Fund. Any fees and expenses payable to any such placement agents will borne by Avista Capital Holdings indirectly through an offset against the Management Fees under the governing documents. For Fund V, Avista Capital Holdings has retained UBS Securities LLC and Magenta Capital Services Ltd. to solicit investors to invest in Fund V in exchange for fees ranging from 0.65% to 2.375% of commitments made by applicable investors. please register to get more info

Avista Capital Holdings maintains custody of the Funds’ assets held in each Fund’s name with the following qualified custodians: JP Morgan Chase Bank NA, 500 Stanton Christiana Road, NCC1, Newark, Delaware, 19713 and Merrill Lynch, Pierce, Fenner, & Smith Incorporated, One Bryant Park, New York, NY 10036. please register to get more info

Avista Capital Holdings has discretionary authority to manage the investments on behalf of each Fund pursuant to the Limited Partnership Agreements and Management Agreements described under “Advisory Business.” As a general policy, the Advisers do not allow clients to place limitations on this authority. Pursuant to the terms of the Limited Partnership Agreements, however, the Advisers have entered, and expect to enter, into Side Letters with certain limited partners whereby the terms applicable to such limited partners’ investment in a Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons Avista Capital Holdings assumes this authority pursuant to the terms of the governing documents and powers of attorney executed by the limited partners of Funds. please register to get more info

The Advisers have adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for each Fund’s (and any Private Investment Fund’s) portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies (or similar instruments) in the best interest of the Funds, including where there are material conflicts of interest in voting proxies. Each of the Advisers generally believes its interests are aligned with those of Funds’ limited partners, for example, through the principals’ beneficial ownership interests in the Funds and therefore will not seek limited partner approval or direction when voting proxies. In the event that there is an actual or potential conflict of interest in voting proxies, the Proxy Policy provides that the Adviser may address the conflict using several alternatives, including by seeking the approval or concurrence of a Fund’s advisory board on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. Additionally, a Fund’s advisory board is authorized to approve the Adviser’s vote in a particular solicitation. The Advisers do not consider service on portfolio company boards by Avista personnel or their receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Advisers when voting proxies on behalf of the Funds. If you would like a copy of the Adviser’s complete Proxy Policy or information regarding how the Advisers voted proxies for particular portfolio companies, please contact Benjamin Silbert, the Avista Chief Compliance Officer, at 212-593-6900 and it will be provided to you at no charge. please register to get more info

Avista Capital Holdings does not require prepayment of management fees six months or more in advance or have any other events requiring disclosure under this item of the Brochure.
SUPPLEMENTAL INFORMATION ABOUT CERTAIN PRINCIPALS OF AVISTA CAPITAL HOLDINGS
Thompson Dean Educational Background and Business Experience Thompson Dean, born 1958, co-founded Avista in 2005 and serves as CEO and Co- Managing Partner. Previously, Mr. Dean led DLJ Merchant Banking Partners for 10 years. Mr. Dean served as Managing Partner of DLJMB I, II and III and DLJ Growth Capital Partners until his departure in 2005 and was Chairman of their respective Investment Committees. Mr. Dean received a B.A. from the University of Virginia in 1979, where he was an Echols Scholar, and an M.B.A. with high distinction from Harvard Business School in 1984, where he was a Baker Scholar. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Dean. Other Business Activities Mr. Dean is not engaged in any investment-related business outside of his roles with Avista and its affiliated investment advisers. Additional Compensation Mr. Dean does not receive any additional compensation that is required to be disclosed. Supervision As Co-Managing Partner of Avista Capital Holdings, Mr. Dean is responsible for implementing and overseeing the investment strategy of the clients of Avista. Mr. Dean is not subject to the supervision of any other individual. David F. Burgstahler Educational Background and Business Experience David F. Burgstahler, born 1968, co-founded Avista in 2005 and serves as CEO and Co- Managing Partner. Prior to joining Avista, Mr. Burgstahler was a Partner of DLJ Merchant Banking Partners. Mr. Burgstahler was at DLJ Investment Banking from 1995 to 1997 and DLJMB from 1997 to 2005. He worked previously at McDonnell Douglas (now Boeing) from 1987 to 1990 and Andersen Consulting (now Accenture) from 1991 to 1993. Mr. Burgstahler graduated with a B.S. in Aerospace Engineering from the University of Kansas in 1991 and received an M.B.A. from Harvard Business School in 1995. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Burgstahler. Other Business Activities Mr. Burgstahler serves on an investment committee of Somerset Indus Healthcare Fund II (“India Fund”), an investment fund that seeks to make growth equity investments in Indian healthcare and life sciences companies. The India Fund is targeting $100 million of aggregate commitments from investors and expects to make growth equity investments of less than $10 million each. Mr. Burgstahler is not engaged in any investment-related business outside his roles with Avista, the India Fund, and their respective affiliated investment advisers. Additional Compensation Mr. Burgstahler does not receive any additional compensation that is required to be disclosed. Supervision As Co-Managing Partner of Avista Capital Holdings, Mr. Burgstahler is responsible for implementing and overseeing the investment strategy of the clients of Avista. Mr. Burgstahler is not subject to the supervision of any other individual. Steven A. Webster Educational Background and Business Experience Steven A. Webster, born 1951, co-founded Avista in 2005 and serves on the Investment Committee of Fund I, Fund II and Fund III. Prior to co-founding Avista, Mr. Webster served as the Chairman of DLJMB Global Energy Partners, a specialty group he developed for DLJMB which sourced, executed and managed DLJMB III’s energy related investments from 1999 through June 30, 2005. Throughout his business career, Mr. Webster has been active in venture capital and investment activities in various industries, including energy. In the energy business, he co-founded and/or has been a lead investor in the E&P and service sectors, including Falcon Drilling, Carrizo, Grey Wolf, Hercules, Laredo, Peregrine and Union Drilling. In 1988, Mr. Webster founded an inland barge drilling contractor, Falcon, with modest capital and a single barge rig. As Falcon’s CEO, he executed a bold consolidation and growth strategy, taking Falcon public in 1995 and merging with Reading & Bates in 1997, creating one of the world’s largest offshore drilling contractors, R&B Falcon Corporation. In 1993, Mr. Webster co-founded Carrizo and was named its Chairman in 1997 when it was publicly listed. Carrizo has developed into a leading independent exploration and production company with operations in U.S. onshore shale basins and the North Sea. Mr. Webster has been a founder and lead investor in non-energy companies such as Crown Resources, Encore Bancshares, RediClinic, ELV Holdings, Savage Arms and Gow Communications. He was also a founding Trust Manager of Camden. Mr. Webster graduated in 1973 with a BSIM with distinction from Purdue University and in 1975 with an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar. In 2009, Mr. Webster was awarded an honorary Doctor of Management degree from Purdue. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Webster. Other Business Activities Mr. Webster is the Managing Partner and Chief Executive Officer of AEC Holdings, L.P. (SEC File No. 801-112267), an SEC-registered investment adviser formed by Mr. Webster and other former employees of the former Houston office of Avista Capital Holdings. Mr. Webster also serves on certain management and investment committees of JTS Fund Advisors, LLC (SEC File No. 802-107812), a federally exempt reporting adviser and exempt private fund adviser in the State of Texas, and certain of its affiliates. Please refer to those investment advisers’ respective Form ADVs for additional information relating to those investment advisers. Mr. Webster is not engaged in any investment-related business outside of his roles with Avista, AEC Holdings, L.P., JTS Fund Advisors, LLC and their respective affiliated investment advisers. Additional Compensation Mr. Webster does not receive any additional compensation that is required to be disclosed. Supervision As an Investment Committee member of Fund I, Fund II and Fund III, Mr. Webster is responsible for assisting in implementing and overseeing the investment strategy of the clients of Avista with respect to Fund I, Fund II and Fund III. please register to get more info