Siris was founded in November 2010 by Frank Baker, Peter Berger and Jeffrey Hendren (the “Principals”), who have worked together for more than nineteen years. The Principals are, indirectly, the principal owners of Siris Capital Group, LLC and its two affiliated investment advisers: Siris Capital Group III, L.P. and Siris Capital Group IV, L.P. Siris provides investment management services to investment funds that are offered to qualified investors in the United States and elsewhere on a private placement basis. Currently, Siris provides investment management services to the funds listed in the table below (each, a “Fund,” and, together with any future private investment fund to which Siris or its affiliates provide investment advisory services, the “Funds”). Each Fund’s general partner (each, a “General Partner” and together, the “General Partners”) and the owners of such General Partner (each, a “General Partner Owner”) are also indicated in the table. The Principals directly or indirectly jointly control and principally own each General Partner Owner.1
Fund General Partner General Partner Owner
Siris Partners II, L.P. Siris Partners GP II, LLC Managing Member: Siris Partners Carry Vehicle, L.P. Other Member: Siris Partners Feeder, L.P. Siris Partners II Parallel, L.P. Siris Partners GP II, LLC Managing Member: Siris Partners Carry Vehicle, L.P. Other Member: Siris Partners Feeder, L.P. Siris Partners II (Delaware) I L.P. Siris Partners GP II, LLC Managing Member: Siris Partners Carry Vehicle, L.P. Other Member: Siris Partners Feeder, L.P. Siris Partners II (Delaware) II L.P. Siris Partners GP II, LLC Managing Member: Siris Partners Carry Vehicle, L.P. Other Member: Siris Partners Feeder, L.P. 1 As part of a restructuring of Siris’ upper-tier structure, certain General Partner owners have been changed since the last update in March 2018. Siris Partners II Co- Investment, L.P. (the “Co- Invest Fund”) Siris Partners GP II, LLC Managing Member: Siris Partners Carry Vehicle, L.P. Other Member: Siris Partners Feeder, L.P. Siris Partners II (Cayman) Main I LP Siris Partners II (Cayman) GP I LP GP: Siris Partners II (Cayman) GP Holdco I LP LP: Siris Partners Carry Vehicle, L.P. Siris Partners II (Cayman) Parallel I LP Siris Partners II (Cayman) GP I LP GP: Siris Partners II (Cayman) GP Holdco I LP LP: Siris Partners Carry Vehicle, L.P. Siris Partners III, L.P. Siris Partners GP III, L.P. GP: Siris GP HoldCo III, LLC LP: Siris Partners Carry Vehicle, L.P. LP: Siris Employees Carry Vehicle III, L.P. Siris Partners III Parallel, L.P. Siris Partners GP III, L.P. GP: Siris GP HoldCo III, LLC LP: Siris Partners Carry Vehicle, L.P. LP: Siris Employees Carry Vehicle III, L.P. Siris Partners III (Cayman) Main I L.P. Siris Partners III (Cayman) GP I L.P. GP: Siris Partners III (Cayman) GP I, Ltd. Vehicle (Cayman) III, L.P. Siris Partners III (Cayman) Parallel I L.P. Siris Partners III (Cayman) GP I L.P. GP: Siris Partners III (Cayman) GP I, Ltd. Vehicle (Cayman) III, L.P. Siris Partners IV, L.P. Siris Partners GP IV, L.P. GP: Siris GP HoldCo IV, LLC Vehicle IV, L.P. Siris Partners IV Parallel, L.P. Siris Partners GP IV, L.P. GP: Siris GP HoldCo IV, LLC LP: Siris Partners Carry Vehicle, L.P. LP: Siris Employees Carry Vehicle IV, L.P. Siris Partners IV (Cayman) Main, L.P. Siris Partners IV (Cayman) GP, L.P. GP: Siris Partners IV (Cayman) GP, Ltd. LP: Siris Partners Carry Vehicle, L.P. LP: Siris Employees Carry Vehicle (Cayman) IV, L.P. Siris Partners IV (Cayman) Parallel, L.P. Siris Partners IV (Cayman) GP, L.P. GP: Siris Partners IV (Cayman) GP, Ltd. Vehicle (Cayman) IV, L.P. Siris has full discretionary authority with respect to investment decisions for the Funds, and its advice is made in accordance with the investment objectives and guidelines set forth in each Fund’s offering memorandum. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. As more fully described in each Fund’s private placement memorandum, Siris’ investment objective is to make investments principally in equity or equity-related securities or, in certain circumstances, debt investments in a variety of industries. Siris is not limited in the industries in which it can invest, but intends to focus on investment opportunities in the technology, telecommunications and technology-enabled business services sectors. Siris’ core investment strategy is to (i) understand disruptive technology trends and the specific sectors that are impacted by these paradigm shifts, (ii) identify deep value businesses within these sectors that are in transitional stages, (iii) target complex companies that have both a mature technology division as well as attractive “next- generation” growth initiatives, (iv) structure a transaction around a disciplined purchase price and innovative structures that seek to optimize returns and minimize risk, (v) develop and implement a specific business plan to execute strategic operational improvements post-acquisition, and (vi) successfully exit these investments in a manner designed to optimize returns. Siris’ operations-intensive strategy integrates a group of senior operating executives (“Executive Partners”), who work closely with the Siris investment team in sourcing, diligencing, and executing investments, and implementing post-acquisition operating improvements at target companies. Please see Item 8 for a more detailed description of Siris’ investment strategies. The descriptions set forth in this Brochure of specific advisory services that Siris offers to the Funds should not be understood to limit in any way Siris’ investment activities. Siris may, in the future, offer any advisory services, engage in any investment strategy and make any investment that Siris considers appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies Siris pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Siris’ advisory services for the Funds are detailed in the applicable private placement memoranda, investment management agreements, limited partnership agreements or other offering documents, operating agreements or governing documents, and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable Fund, but may be excused from a particular investment due to legal, regulatory or other agreed- upon circumstances pursuant to the relevant limited partnership agreement. Certain Funds and/or 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. Siris manages approximately $6,192,515,098 in assets on a discretionary basis.2 please register to get more info

Fund Investments During each Fund’s investment period, investors in such Fund generally bear a management fee (the “Management Fee”) paid quarterly in advance on committed capital, at a rate of 2.0% per annum, depending on the investors’ agreements with such Fund and the time such Management Fee is accrued. However, investors in Siris Partners IV, L.P. and its related Funds, Siris Partners IV Parallel, L.P., Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P., generally bear this Management Fee at a rate of 1.75% per annum, depending on the investors’ agreements with such Fund and the time such Management Fee is accrued. Under each Fund’s limited partnership agreement, generally the Management Fees are offset by 100% of such Fund’s share of any other fees, such as portfolio company fees and directors, consulting, monitoring, topping, break-up and other similar fees, paid to Siris or its affiliates (excluding, for the sake of clarity, any fees or other amounts, including compensation from portfolio companies, received by the Executive Partners) by, or attributable to, such Fund (“Other Fees”). As described in each Fund’s limited partnership agreement, the aggregate Management Fee paid by a Fund or its limited partners is reduced by an amount (the “Reduction Amount”) equal to the applicable percentage of such Fund’s share of all Other Fees. To the extent that the application of the Reduction Amount would reduce the Management Fee for a given quarterly period below zero, such Reduction Amounts will be carried forward and reduce future installments of the Management Fee or be distributed at the end of the relevant Fund’s life. Similarly, in certain circumstances, Siris expects that co- investors or other parties may negotiate the right to share a portion of such fees from a particular investment and, in such event, the above-described offset percentage would be applied after excluding any amounts paid to such persons. Siris is permitted to exempt certain investors in the Funds from payment of all or a portion of Management Fees and/or carried interest. Exempt investors typically include, but are not limited to, Siris’ affiliates, the Principals, current or former employees of Siris, current or former Executive Partners and current or former members of management of any current or former portfolio company of any Fund, as well as family members of the foregoing individuals, employee benefit plans, family investment, estate planning or charitable vehicles formed for the benefit of any of the foregoing individuals, or entities owned by any one or more of the foregoing. Such exemption from Management Fees and/or carried interest may be made by a direct exemption, rebate of Management Fees or otherwise. Additionally, to the extent permitted by the relevant limited partnership agreement, Siris has the right to permit 2 Includes regulatory assets under management as of December 31, 2018, as well as commitments made to Siris Partners IV, L.P. and Siris Partners IV Parallel, L.P. in the first calendar quarter of 2019 investors, affiliated with Siris or otherwise, to invest through the relevant General Partner or other vehicles that do not bear Management Fees or carried interest. Additionally, as further described below in Item 8 and elsewhere herein, and in the Funds’ private placement memoranda, it is Siris’ practice to select and retain certain Executive Partners to regularly provide services to one or more portfolio companies and to assist the General Partners and Siris on various matters related to the Funds or their portfolio companies, including sourcing investments, conducting due diligence, facilitating transaction execution and overseeing portfolio investments. These services also include serving in management or policy-making positions for portfolio companies. The Executive Partners are not employees of Siris. Siris agrees to pay the fees and certain expenses of each Executive Partner in the ordinary course, other than any indemnity expenses or expenses that would constitute expenses of a Fund if borne by such Fund’s management company (which will be paid by such Fund). If an Executive Partner is involved with or otherwise expected to contribute to a consummated portfolio investment, then the Executive Partner is expected to receive substantial compensation from the portfolio company, including up- front consulting fees, ongoing consulting fees, bonuses, equity incentives and expense reimbursement. These payments (other than equity incentives and expense reimbursement) will generally reduce amounts otherwise payable to the Executive Partner by Siris. Additionally, Executive Partners are typically offered the opportunity to invest in such portfolio companies and also may have limited partner interests in the relevant General Partner and/or Fund and/or be entitled to other forms of compensation. Such investment opportunities, reimbursements, compensation and other amounts paid, awarded or otherwise provided to Executive Partners are not considered Other Fees and will not result in offsets to or reductions of the Management Fee. The Executive Partners are subject to certain Siris compliance policies, but are not subject to all of the restrictions on Siris employees related to conflicts of interest and allocation of investment opportunities. In addition to the Executive Partners, from time to time, Siris also engages and compensates certain other consultants on terms similar to those that apply to Executive Partners. Expenses, fees and other compensation to such other consultants, including compensation received from portfolio companies, will not result in offsets to or reductions of the Management Fee. The use of Executive Partners and other consultants may subject Siris to conflicts of interest, as discussed under “Potential Conflicts of Interest,” below. From time to time and as permitted by the relevant limited partnership agreement, each General Partner expects to provide (or agree to provide) priority to co-investment opportunities (ability to invest at the same time in the same portfolio companies as the Funds, including the opportunity to invest in co-investment vehicles) to persons it considers to be strategic investors, third-party sponsors, consultants, advisors, lenders, certain limited partners (including members of a Fund’s limited partnership advisory committee), certain Executive Partners or others (excluding the General Partners and their affiliates, subject to certain limitations)(collectively, “Strategic and Relationship Co- Investors”). To the extent that additional co-investment opportunity remains after allocations of co-investments to Strategic and Relationship Co-Investors, the General Partners will offer the remaining co- investment opportunity to the limited partners pursuant to the relevant limited partnership agreements. Additionally, with respect to any co-investment vehicle where the disposition decision is controlled by a Fund’s General Partner, such General Partner shall cause each such vehicle not to sell or otherwise dispose of any portion of such investment prior to the sale or disposition by such Fund of a like proportion of its investment in such portfolio company and then only on terms and conditions no more favorable than such Fund’s sale or disposition of such investment, subject to legal, tax, regulatory and other requirements (in each case excluding the disposition of bridge financings or “toe hold” investments by such Fund or direct or indirect transfers of co-investment interests by third parties, including limited partners). In addition, from time to time and as permitted by the relevant limited partnership agreement, a Fund may provide bridge financing in connection with an investment in a portfolio company and, in such circumstances, all or a portion of such investment may be purchased from such Fund by one or more co-investors or co-investment vehicles, or may otherwise be sold or redeemed, after such Fund has consummated its investment in the portfolio company (also known as a post-closing sell-down or transfer). Subject to the terms of the relevant Fund’s limited partnership agreement, any such sale or redemption from a Fund generally occurs within fifteen (15) months after the Fund’s completion of the investment. Any interest earned or dividends paid to a Fund with respect to a bridge financing prior to such a sell-down or redemption generally will be distributed to the partners of such Fund. A General Partner in certain circumstances receives compensation from co-investors for management and other services performed in connection with co- investments made in portfolio companies of the Funds. Such compensation generally will not result in additional offsets to or reductions of the Management Fee. Portfolio company-related fees for services provided by Siris, the General Partners and/or their affiliates have included amounts prepaid (typically not more than one year in advance) in anticipation of future services, which may be deemed Other Fees and offsettable against the applicable Management Fees, to the extent set forth in the relevant limited partnership agreements. Such fees are generally established in advance, and in some cases several years in advance, on a prospective basis. Although such pre-established and/or prepaid fees generally will be based on, among other considerations, the anticipated level of services that Siris believes at the time are likely to be provided to the portfolio company during the relevant time period, the amount of such fees may be greater or less than the amount that would correspond to the services ultimately provided to such portfolio company during such time period. A portfolio company generally will not receive a refund if the amount that would correspond to the services provided is less than the amount pre-established and/or prepaid, even if the portfolio company is sold or publicly offered during a time period for which such fees have been prepaid. In addition, Siris, the General Partners and/or their affiliates typically receive fees of the type that otherwise would be considered Other Fees from, on behalf of or with respect to co- investors and, potentially, other Funds in an investment. The receipt of such fees generally will not reduce the Management Fee payable by any Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to its allocable portion of Other Fees and not the portion of any fee that relates to such other Funds or co- investors, which may be significant. 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 Funds’ limited partnership agreements, over the term of the Funds, and investors generally are not permitted to withdraw or redeem interests in the Funds. Expenses Each Fund bears its own operating and other expenses, to the extent not borne or reimbursed by a portfolio company, including fees, costs, expenses, liabilities and obligations relating to such Fund’s and/or its subsidiaries’ activities, investments and business, including, but not limited to, those attributable to (i) structuring, organizing, acquiring, managing, operating, holding, valuing, winding up, liquidating, dissolving and disposing of such Fund’s investments, (ii) the organization, funding and start-up of such Fund, the General Partner and/or other affiliated entities, and (iii) legal, accounting and other consultants and professionals, third-party fund administration, valuation, custodian, depositary, agent bank and other bank, transfer, registration, auditing and insurance, indemnity or litigation, extraordinary items, judgments and settlements, consulting, finders, financing, filings, lenders, investment banks and other financing sources (including borrowings made by such Fund), any taxes, fees or other governmental charges levied against such Fund, and the development, investigation, negotiation and structuring of prospective investments (including in respect of Executive Partners) that are not ultimately made (“Broken Deal Expenses”), including Broken Deal Expenses relating to transactions that have been offered to co-investors. The expenses borne by each Fund, which include items not listed above, are fully described in its offering memorandum and/or limited partnership agreement. The Funds also bear expenses indirectly to the extent a portfolio company pays expenses, including expenses of Siris and/or its affiliates. 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. To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in Item 12, “Brokerage Practices.” In certain circumstances, one Fund is expected to pay an expense 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 benefits of which are received by other Funds over time) and be reimbursed by the other Funds by their share of such expense, 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, Siris is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. As described above, in certain circumstances, Siris is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to Siris’ related policies and the relevant limited partnership agreement(s) and/or Side Letter(s). Co- investment vehicles are generally formed, and co-investors’ participation (which may include, subject to certain limitations with respect to the allocation of co-investment opportunities as set forth in the relevant limited partnership agreements, Siris Principals, employees and affiliates) is generally confirmed, in connection with the consummation of a transaction. Accordingly, where a proposed transaction is not consummated, no co- investment vehicle generally will have been formed, and no other co- investors’ participation will generally have been confirmed. Accordingly, the full amount of any Broken Deal Expenses relating to any such proposed transaction would therefore be borne by the applicable Fund(s), and not by any prospective co-investors that were to have participated in such transaction. Additionally, Siris or the relevant General Partner generally causes each Fund to purchase insurance covering such Fund, Siris and/or their respective employees, agents and representatives, in each case with respect to the relevant person’s or entity’s actions and omissions on behalf of or in connection with such Fund and its business and operations (including in connection with serving on the boards of directors (or equivalent) of portfolio companies and/or their respective holding companies and subsidiaries). Co- investors and/or co-investment vehicles may indirectly benefit from Siris’ appointment of such directors, although co-investors (including their respective co-investment vehicles, even if managed by Siris) will not typically bear the cost of directors and officers and/or other applicable liability insurance related to such appointments. Portfolio companies are billed periodically for certain expenses incurred by Siris directly or indirectly in connection with the management of Funds’ investments in such portfolio companies. Direct expenses will generally include items such as travel (including without limitation, expenses for chartered or first-class travel), lodging and related costs incurred by Siris personnel attending meetings related to or for the benefit of the portfolio company. Additionally, costs incurred by Siris for investment data research, subscriptions and related services, third-party professional advisors or consulting fees, industry conferences, conferencing costs and similar items that provide a shared benefit to the portfolio companies and Siris are generally allocated between Siris and the applicable portfolio companies as reasonably determined by Siris, with consideration of factors that Siris believes are relevant, including, among other things, industry focus. Siris seeks to make securities investments for clients in such a manner that the total costs or proceeds in each transaction are the most favorable under the circumstances (“best execution”). Siris’ investment strategy generally involves making direct private equity investments in leveraged acquisitions of companies. The terms of such transactions are typically subject to negotiation and brokerage firms are not usually involved. For that reason, Siris generally does not anticipate using broker-dealers to effect securities transactions, except in limited circumstances such as “toe hold” purchases or sale of publicly traded securities. For information about these practices, see Item 12, “Brokerage Practices.” Siris does not currently receive any soft dollar benefits from broker-dealers. Siris and/or its affiliates generally have discretion over whether to charge certain Other Fees to a portfolio company and, if so, the fee rate or amount. Such fees are not reviewed or approved by an independent third party. Although a Fund’s portion of Other Fees is generally offsettable against such Fund’s Management Fees, the receipt of such fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Siris and/or its affiliates on the other hand. please register to get more info

The General Partners of the Funds receive an allocation of carried interest. Since Siris currently only advises the Funds, which have a relatively short overlap of investment periods, and have substantially similar fee structures, and because Siris is generally subject to limitations on forming new pooled investment entities as set forth in the relevant limited partnership agreements, it does not generally face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from others. The General Partners generally are entitled to carried interest with respect to each limited partner in the Funds, based on proceeds from realized and, to the extent of any aggregate net losses from permanent writedowns, unrealized investments. The carried interest rate is generally 20%, subject to each limited partner’s agreement with the applicable General Partner(s), and is subject to a provision such that no carried interest allocation is made until there has been a full return of capital and costs for all investments to each limited partner, as well as a compounded annual rate of return of 8% on capital contributions attributable to realized investments, as more fully described in each applicable Fund’s limited partnership agreement. For Siris Partners III, L.P. and its related Funds, Siris Partners III Parallel, L.P., Siris Partners III (Cayman) Main I L.P. and Siris Partners III (Cayman) Parallel I L.P., and Siris Partners IV, L.P. and its related Funds, Siris Partners IV Parallel, L.P., Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P., at the time of the distribution of the proceeds from a disposition of investment, the relevant General Partner will also be entitled to an advance against future carried interest distributions with respect to such realized investment. Carried interest distributions to the General Partners, including the advance described in the foregoing sentence, are generally subject to give back obligations as set forth in the relevant limited partnership agreements. In measuring clients’ assets for the calculation of performance-based fees, Siris includes realized capital gains and losses. The existence of performance-based fee arrangements has the potential to create an incentive for Siris to make more speculative investments on behalf of a Fund than it otherwise would make in the absence of such arrangements, although Siris generally considers performance-based compensation to better align its interests with those of its investors. Additionally, to the extent that Siris personnel are assigned varying percentages of carried interest from the Funds, such personnel are subject to potential conflicts of interest that may arise in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. Siris seeks to ensure that all Funds are treated fairly and equitably, and to prevent these conflicts from influencing the allocation of investment opportunities among Funds. To the extent that any such potential conflicts of interest arise, Siris seeks to address such conflicts with allocation policies and/or practices that provide for investment opportunities to be allocated to the Funds in accordance with each Fund's investment guidelines and governing agreements. please register to get more info

Siris primarily provides investment advice to Funds offered to qualified investors on a private placement basis. The Funds may include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). The investors participating in the Funds may 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 may include, directly or indirectly, principals or other employees of Siris and its affiliates and members of their families, as well as Executive Partners or other service providers retained by Siris. Certain of the Funds are alternative investment vehicles established from time to time in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. The governing documents of alternative investment vehicles generally provide only limited discretion for Siris to invest the assets of such vehicles except in accordance with the specific purposes and procedures set forth in such governing documents. The offering documents of each Fund set minimum amounts for investment by prospective investors in such Fund. These minimum amounts in general may be waived by Siris. please register to get more info

As more fully described in each Fund’s private placement memorandum, Siris’ investment objective is to make investments principally in equity or equity-related securities or, in certain circumstances, debt investments in a variety of industries. Siris is not limited in the industries in which it can invest, but intends to focus on investment opportunities in the technology, telecommunications and technology-enabled business services sectors. Disciplined and Focused Investment Strategy Siris seeks to follow a disciplined and focused investment strategy. This involves initially identifying and evaluating specific sectors based on research and analysis of several characteristics, including the size and growth drivers of the sector, whether any regulatory or governmental influences exist, whether the sector is experiencing any disruptions and the extent of consolidation or fragmentation of the sector. Executive Partners typically work with Siris to source, diligence and execute appropriate investments. A crucial element of this evaluation is identifying readily achievable operational or other value enhancing strategic changes that are expected to result in increased earnings and exit value multiples. Post- closing, the Executive Partners, the Principals, other Siris personnel and company management are responsible for implementation and execution of these value enhancing strategies. Siris believes that following this investment strategy in a disciplined manner is an effective way to generate attractive returns for investors in the Funds. Executive Partner Model Siris believes that its Executive Partner investing model is critical to its ability to continue to generate attractive returns. Executive Partners are senior executives who work closely with Siris (although they are not employees of Siris) and one or more Executive Partners are generally integrated into every step of the investment process, including, (i) identifying industry sectors that are undergoing disruptive change, (ii) researching and defining an investment thesis around those sectors, (iii) enhancing Siris’ ability to source investment opportunities through deep industry relationships, (iv) actively participating in the due diligence process and providing insight into the valuation process, (v) working with other members of the investment team to develop a business plan in advance of an acquisition, helping to ensure it is credible and realistic, and (vi) post-acquisition, assuming senior advisory or board positions at the portfolio company and leading the implementation of the business plan with the management of the portfolio company in an effort to drive value creation. Executive Partner compensation and related matters are discussed in Item 5, “Fees and Compensation,” and below under “Potential Conflicts of Interest.” Certain Risk Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by Siris. These risk factors include only those risks Siris believes to be material, significant or unusual and relate to particular significant investment strategies, methods of analysis or types of securities used by Siris. For a more detailed list of risk factors applicable to a particular Fund, please refer to the relevant Fund’s offering memorandum. Business Risks. The Funds’ investment portfolios are expected to consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by Siris in its 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 the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are less predictable, will have a material impact on the reliability of projections. Reliance on the General Partners and Portfolio Company Management. Control over the operation of each Fund will be vested with its General Partner, and the Funds’ future profitability will depend largely upon the business and investment acumen of the Principals. The loss or reduction of service of one or more of the Principals could have an adverse effect on the Funds’ ability to realize their investment objectives. In addition, the Principals currently, and may in the future, manage other Funds besides the current Funds (including, potentially new product lines) and the Principals may need to devote substantial amounts of their time to the investment activities of such other Funds as well as the launch of such additional product lines, which may pose conflicts of interest in the allocation of the business time and attention of the Principals. Limited partners generally have no right or power to take part in the management of the Funds and, as a result, the investment performance of the Funds will depend on the actions of the General Partners. In addition, certain changes in Siris or circumstances relating to Siris would, if they were to occur, have an adverse effect on the Funds or one or more of their portfolio companies including potential acceleration of debt facilities. Although each General Partner will monitor the performance of each of its Funds’ investments, it will primarily be the responsibility of each portfolio company’s management team to operate such portfolio company on a day-to-day basis. Although the Funds generally intend to invest in companies with strong management or recruit strong management, including, if applicable, the Executive Partners, for such companies, there can be no assurance that the management of such companies will be able or willing to successfully operate a company in accordance with the relevant Fund’s objectives. Additionally, portfolio companies will need to attract, retain and develop executives and members of their management teams. The market for executive talent is, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate or retain suitable members of their management teams and, as a result, the Funds and their investments may be adversely affected. Removal of General Partners; Early Termination of the Funds. If, pursuant to and in accordance with the terms of its limited partnership agreement, a Fund’s General Partner is removed and a replacement general partner is appointed, Siris will cease to be involved in the management or control of the business of such Fund. Therefore, there can be no certainty regarding such Fund’s ability to consummate investment opportunities thereafter. Similar risks exist if a Fund’s investment period is cancelled earlier than anticipated pursuant to the terms of its limited partnership agreement. Moreover, it is possible that a Fund may be dissolved and terminated prematurely, and as a result, may not be able to accomplish its objectives and may be required to dispose of its investments at a disadvantageous time or make an in kind distribution (resulting in limited partners not having their capital invested and/or deployed in the manner originally contemplated). Illiquidity; Lack of Current Distributions. An investment in the Funds should be viewed as an illiquid investment. 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 or a Fund may seek to recapitalize or otherwise return cash early in an investment’s holding period, it is generally expected that such events will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including the Management Fee) may exceed such Fund’s income, thereby requiring that the difference be paid from such Fund’s capital, including, without limitation, unfunded commitments. In addition, there can be no assurance that any Fund will have sufficient cash flow to permit it to make annual distributions in the amounts necessary for its limited partners to pay all tax liabilities resulting from the limited partners’ ownership of limited partner interests. Limited Transferability of Fund Interests. There is no public market for limited partner interests in the Funds, and none is expected to develop. Each limited partner is required to represent that it is a qualified investor under applicable securities laws and that it is acquiring its limited partner interest for investment purposes and not with a view to resale or distribution. Further, each limited partner must represent that it will only sell or transfer its limited partner interest with prior written consent from the applicable General Partner to a qualified investor under applicable securities laws and in a manner permitted by the applicable Fund’s limited partnership agreement and consistent with those laws. Voluntary withdrawals from the Funds are not permitted except with the consent of the applicable General Partner in certain narrow circumstances where there is a legal, regulatory or similar issue or as agreed in advance with such General Partner. Consequently, limited partners are likely to be unable to liquidate their investments prior to the end of a Fund’s term and must be prepared to bear the risks of an investment in such Fund for an extended period of time. Limited Access to Information. Limited partners’ rights to information regarding the applicable Fund will be specified, and strictly limited, in the relevant limited partnership agreement. In particular, the applicable General Partner will obtain certain types of material information from portfolio investments and all or portions of such information will not be disclosed to limited partners because, among other things, such disclosure is prohibited for contractual, legal or similar obligations outside of such General Partner’s control or because disclosure of such information is deemed by such General Partner not to be in the best interest of the applicable Fund or portfolio investment. Decisions by a General Partner 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 limited partner interests may have difficulty in determining an appropriate price for such limited partner interests. Decisions to withhold information also may make it difficult for limited partners to monitor the applicable General Partner and its performance. Additionally, it is expected that limited partners that designate representatives to participate on a limited partner advisory committee or the board of directors of a portfolio company will, by virtue of such participation, have more information about the applicable Fund and its portfolio investments in certain circumstances than other limited partners generally and will be disseminated information in advance of its communication to other limited partners generally. Distributions in Kind. Generally, there will be no readily available market for a substantial number of each Fund’s investments, and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the limited partners and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such limited partners following receipt. After a distribution of securities is made to the limited partners, many limited partners may decide to liquidate such securities within the same period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such limited partners may be lower than the value of such securities determined pursuant to the relevant limited partnership agreement, including the value used to determine the amount of carried interest allocable to the applicable General Partner with respect to such investment. Recycling; Reinvestment. Each General Partner has the right to recall certain capital returned or distributed to the limited partners of its Funds and the right to deem certain capital to have been distributed and thereafter utilize such capital without first making a distribution, in each case subject to certain limitations set forth in the relevant limited partnership agreement. Accordingly, a limited partner may be required to make aggregate capital contributions in excess of its commitment (with certain limitations), and to the extent such recalled or retained amounts are reinvested in investments, a limited partner will remain subject to investment and other risks associated with such investments. Dilution. Limited partners admitted or that increase their respective commitments to a Fund at subsequent closings are expected to participate in then-existing investments of such Fund, if any, thereby diluting the interest of existing limited partners in such investments. Although any such new limited partner will be required to contribute its pro rata share of previously made capital contributions, unless an adjustment is made to such amount as determined by the applicable General Partner pursuant to the relevant limited partnership agreement, there can be no assurance that this contribution will accurately reflect the fair value of such Fund’s existing investments at the time of such contributions. Failure to Make Capital Contributions; Significant Adverse Consequences for Default. If a limited partner fails to pay when due installments of its commitment or any other payment obligation, and the contributions made by non-defaulting limited partners and borrowings by a Fund are inadequate to cover the defaulted capital contribution, such Fund may be unable to pay its obligations when due. As a result, such Fund may be subjected to significant penalties that could materially adversely affect the returns to the limited partners (including non-defaulting limited partners). If a limited partner defaults, it may be subject to various remedies as provided in the applicable limited partnership agreement, including, without limitation, losing its right to potential distributions from a Fund, reductions in its capital account balance, forced sale of its limited partner interest at a discount, and preclusion from further investment in such Fund. Fees and Expenses. Each Fund will pay, or reimburse its General Partner, Siris and/or any other person or entity advancing an expense (including Executive Partners) for all expenses directly or indirectly arising out of, relating to or attributable to its operations, including Management Fees and the costs of holding, monitoring, maintaining and disposing of portfolio investments, including investment banking fees and consulting fees, as described above, whether or not such Fund makes any profits. While it is difficult to predict the future expenses of a Fund, such expenses are expected to be substantial and may surpass such Fund’s operating income. The amount of these Fund expenses will reduce the actual returns realized by the limited partners on their investment in a Fund (and may, in certain circumstances, reduce the amount of capital available to be deployed by such Fund for investments). Fund expenses include recurring and regular items, as well as extraordinary expenses for which it would be difficult to budget or forecast. As a result, the amount of Fund expenses ultimately called or called at any one time may exceed expectations. Although the organizational expenses to be borne by each Fund are subject to a limit under the relevant limited partnership agreement, ongoing Fund expenses to be borne by the limited partners and not classified as organizational expenses are expected to include costs that relate to organizational matters, such as certain of the costs of complying with Side Letters entered into with limited partners, including any most-favored nation provisions. Expenses to be borne by each General Partner and/or Siris are limited to those items specifically enumerated in the relevant limited partnership agreement (such as ordinary overhead and administrative expenses of Siris, including salaries, rent and equipment expenses), and all other costs and expenses in operating a Fund will be borne by such Fund. Placement Agents. One or more parties are expected to act as placement agents (each, a “Placement Agent,” and together, the “Placement Agents”) for limited partner interests in the Funds and, in that capacity, are expected to act on behalf of Siris in connection with the offering of interests in the Funds. It is expected that Siris will pay, or cause the Funds to pay, each Placement Agent a placement fee that is based upon the amount of relevant Fund interests committed to by investors, subject to certain exclusions. At various times, the Placement Agents will act as placement agents for other fund sponsors and funds, including unaffiliated fund sponsors and funds, which offer interests that are similar to the interests in the Funds. Those unaffiliated sponsors may pay placement fees on terms different from the fees that the Placement Agents will receive from Siris in connection with the offerings of the Funds, and this difference in fees may influence the Placement Agents to introduce or not introduce potential investors to Siris. Furthermore, certain Placement Agents may seek to do business with and earn fees or commissions from multiple Funds, their portfolio companies and/or affiliates of Siris. Examples of such business may include, without limitation, provision of financing or other investment banking services; lending or arranging credit; and provision of prime brokerage. Indemnification. Each Fund is required to indemnify certain persons as set forth in its limited partnership agreement including, without limitation, its General Partner, Siris, their respective members, managers, shareholders, partners, directors, officers, employees, agents, advisors, assigns, representatives and affiliates, as well as the Principals, the Executive Partners and such Fund’s limited partner advisory committee members, for liabilities incurred in connection with the affairs of such Fund and otherwise as provided in the relevant limited partnership agreement. Such liabilities may be material and have an adverse effect on the returns to the limited partners. For example, in their capacity as directors of portfolio companies, the partners or affiliates of a General Partner may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of a Fund would be payable from the assets of such Fund, including the unfunded commitments of the limited partners. If the assets of a Fund are insufficient to pay any such indemnification obligations, such Fund’s General Partner may recall distributions previously made to the limited partners to pay such obligations (subject to certain limitations set forth in the relevant limited partnership agreement). Such liabilities of a Fund may not be resolved prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Furthermore, as a result of the provisions contained in the relevant limited partnership agreement, the limited partners may have a more limited right of action in certain cases than they would in the absence of such limitations. Such indemnification obligations could materially impact the returns to limited partners. Additionally, Siris or the relevant General Partner generally causes each Fund to purchase insurance covering such Fund, Siris and/or their respective employees, agents and representatives, in each case with respect to the relevant person’s or entity’s actions and omissions on behalf of or in connection with such Fund and its business and operations (including in connection with serving on the boards of directors (or equivalent) of portfolio companies and/or their respective holding companies and subsidiaries). Co-investors and/or co-investment vehicles may indirectly benefit from Siris’ appointment of such directors, although co-investors (including their respective co-investment vehicles, even if managed by Siris) will not typically bear the cost of directors and officers and/or other applicable liability insurance related to such appointments. In addition, there can be no assurance that any such insurance will be sufficient or available to satisfy the specific claims that may arise or generally available on commercially reasonable terms. U.S. Dollar Denomination of Interests. Interests are denominated in U.S. dollars. Investors in any country in which U.S. dollars are not the local currency should note that changes in the rate of exchange between U.S. dollars and such currency may have an adverse effect on the value, price or income of the investment to such investor. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions. Each investor should consult with its, his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in the interests. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments meeting such Fund’s investment objectives are not identified or cannot be acquired at attractive prices. However, limited partners will be required to bear Management Fees during a Fund’s investment period based on the entire amount of the limited partners’ commitments to such Fund and other expenses as set forth in the relevant limited partnership agreement. Risks Relating to Due Diligence of and Conduct at Portfolio Companies. Before making portfolio investments, Siris will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment bankers and/or other third parties will typically be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third- party advisors or consultants presents a number of risks primarily relating to the General Partners’ reduced control of the functions that are outsourced or underwritten by third parties. In addition, if Siris is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, Siris will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that Siris carries out with respect to any investment opportunity may 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 the portfolio investment being successful. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve the desired effect and investors should regard an investment in a Fund as being speculative and having a high degree of risk. In some cases, such as when making “toe hold” investments in public companies or making debt investments, a Fund will conduct less diligence or have access to less information. In such instances such Fund would be less likely to uncover potentially negative information about such company and/or investment. There can be no assurance that a Fund will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the portfolio investments on an ongoing basis. Conduct occurring at portfolio companies, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on such Fund. In the event of fraud or other criminal behavior by any portfolio company or any of its affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. In addition, investments are subject to the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of a Fund’s securities and/or other instruments issued by such portfolio company. Where applicable, a Fund will rely upon the accuracy and completeness of representations and warranties made by portfolio companies and/or such portfolio companies’ former owners to the extent reasonable when it makes its investments, but cannot guarantee such accuracy or completeness. Moreover, a Fund may have limited or no recourse in the event of a material breach of such representations and warranties, particularly if the portfolio company was a public company. Interest Rate Risks. In order to seek to reduce the interest rate risk inherent in the Funds’ underlying investments and capital structure, the Funds may enter into interest rate transactions, including, but not limited to, interest rate swaps and caps. For instance, interest rate swaps involve the exchange by a Fund with a counterparty of fixed-rate payments for floating rate payments; the payment obligations would be based on the notional amount of the swap. In an interest rate cap, a Fund would pay a premium to the counterparty to the interest rate cap and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, would receive from the counterparty payments of the difference based on the notional amount of such cap. Depending on the state of interest rates in general, a Fund’s use of interest rate transactions could enhance or harm the overall performance of such Fund. Dynamic Investment Strategy. While the General Partners and Siris generally intend to seek attractive returns for the Funds primarily through making control-oriented, private equity, equity-related and similar investments in middle-market, legacy technology companies in transition that have embedded next-generation assets and are primarily located in North America, the General Partners and Siris have pursued, and expect from time to time to continue to pursue, additional investment strategies (including “toe hold” investments and investments in debt securities) and may modify or depart from such investment strategy, investment process and investment techniques as they determine appropriate. The General Partners and Siris may pursue investments outside of the industries and sectors in which the Principals have previously made investments or have internal operational experience. Concentration of Investments. Each Fund will participate in a limited number of investments and intends to make most of its investments in a limited number of targeted industry sectors, which may be related, and may seek to make several or most of its investments within a short period of time. As a result, each Fund’s investment portfolio is likely to become highly concentrated by sector, vintage and/or number of companies, and the performance of a few holdings or of such related industries and the market during this time may substantially affect its aggregate return. Investments in Technology-Related Sectors. Each Fund will participate in a limited number of investments and currently intends to concentrate its investments in the technology, telecommunications and technology-enabled business services sectors. Concentration in certain sectors may involve risks greater than those generally associated with diversified acquisition funds, including significant fluctuations in returns. The technology, telecommunications and technology-enabled business services sectors are challenged by various factors, including rapidly changing market conditions and/or participants, new competing products and/or services, and improvements in existing products and/or services. Each Fund’s portfolio companies will compete in this volatile environment. There is no assurance that products or services sold by the portfolio companies will not be rendered obsolete or adversely affected by other challenges. Instability, fluctuation or an overall decline within the technology sector will likely not be balanced by investments in other industries not so affected, as each Fund’s investments are likely to be concentrated in middle-market, legacy technology companies in transition that have embedded next-generation assets and are primarily located in North America. In the event that the technology, telecommunications and technology enabled business services sectors as a whole decline, returns to limited partners would likely decrease. Focus on Early-Stage and Start-Up Investments. It is anticipated that the “call” portion of each Fund’s investments will in some ways be similar in form to an investment in start- up and early-stage companies that have inherently greater risk than more established businesses and other investments may have similar characteristics. Accordingly, the growth (if any) of these divisions may require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage. There is no assurance that such investments by any Fund will be successful. Competition in Technology-Related Sectors. Competitors of the Funds and their portfolio companies range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing and/or financial resources. Barriers to entry in the software and technology industries are low and software products can be distributed broadly and quickly at relatively low cost. Many of the areas in which the Funds and their portfolio companies participate evolve rapidly with changing and disruptive technologies, shifting user needs and frequent introductions of new products and services. Investments in the Telecommunications Industry. The Funds intend to make investments in telecommunications companies, among other sectors. Telecommunications companies are undergoing changes, mainly due to evolving levels of governmental regulation or deregulation as well as the development of telecommunication technologies. Competitive pressures within the telecommunications industry are intense and the securities of telecommunications companies may be subject to significant price volatility. In addition, because the telecommunications industry is frequently subject to significant changes in technology, the Funds’ portfolio companies will face competition from technologies being developed or to be developed in the future by other entities, which may make such portfolio companies’ products and services obsolete. Investing in Emerging Growth Software Companies. In certain cases the Funds may invest in emerging growth software companies or companies with interests in these companies. These companies are often characterized by short operating histories, new technologies and products, evolving markets, intense competition and management teams that may have limited experience working together. The products of emerging growth software companies, and of other companies in which the Funds may invest, may be unproven at commercial scale. A portfolio company’s ability to succeed will be dependent not only upon its ability to develop the right products for the right market, but to constantly evolve its business to be sure that its products keep pace with changing technologies and markets. Such a portfolio company will need to implement appropriate sales and marketing, inventory, finance, personnel and other operational strategies in order to become and remain successful. In addition, emerging growth companies may be more susceptible to macroeconomic effects and industry downturns, including those resulting from acts of terrorism or war. Such investments can experience failure or substantial declines in value at any stage. There is no assurance that such investments by any Fund will be successful. Investments in Regulated Industries. In addition to the telecommunications and other technology-related industries, other industry sectors that the Funds may invest in may also be heavily regulated. The Funds may make investments in portfolio companies operating in industries that are subject to greater amounts of regulation than other industries generally. Investments in portfolio companies that are subject to greater amounts of governmental regulation pose additional risks relative to investments in other companies generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company could also be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Software Code Protection. Source code is often critical to portfolio companies. If an unauthorized disclosure of a significant portion of source code occurs, a portfolio company could potentially lose future trade secret protection for that source code. This could make it easier for third parties to compete with such portfolio company products by copying functionality, which could adversely affect revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (e.g., viruses, worms and other malicious software programs that may attack portfolio company products and services). Costs for remediating the unauthorized disclosure of source code and other cybersecurity breaches may include, among other things, increased protection costs, reputational damage and loss of market share, liability for stolen assets or information and repairing system damage that may have been caused. Remediation costs may also include incentives offered to portfolio company customers or other business partners in an effort to maintain the business relationships after a security breach. Laws and Regulations Governing the Internet. The future success of many, if not all, portfolio companies, will depend upon the continued use of the internet as a primary medium for commerce, communication and business services. Changes in laws and regulations related to the internet or changes in the infrastructure of the internet itself may diminish the demand for portfolio companies’ products, including software solutions. U.S. federal, U.S. state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws and regulations affecting the use of the internet as a commercial medium. Portfolio companies may be required to modify their products in compliance with such changes in laws and regulations. Also, domestic and foreign government agencies and private organizations may begin to impose taxes, fees or other charges for accessing the internet or for the commerce conducted via the internet. Such charges and regimes could limit the growth of internet-related commerce or communications generally or reduce demand for internet-based products and business services, which may negatively impact the Funds’ portfolio companies. Governmental Export and Import Controls. Companies may be subject to U.S. export controls for software and for incorporating encryption technology into any customer service platforms enabled through mobile applications. Such products incorporating encryption technology may only be exported outside of the U.S. with the required export authorizations, including by license, a license exception or other appropriate government authorizations, for example the filing of an encryption registration. Also, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit the ability of companies to offer or distribute their products. Further, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. Such governmental export and import controls could negatively impact the General Partners and the Funds by impairing the abilities of portfolio companies to compete in international markets or subject them to liability for violations, including possible civil and criminal penalties and repercussions. Proprietary Rights. Many target portfolio companies rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect proprietary rights. There can be no assurance that any Fund or portfolio company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a company’s technologies. While piracy will generally adversely affect portfolio company revenue, the impact on revenue from outside the U.S. may be even more significant, particularly in countries where laws are less protective of intellectual property rights. The absence of harmonized patent laws around the world makes it more difficult to ensure consistent respect for patent rights. Reductions in the legal protection for software intellectual property rights in any country or jurisdiction could adversely affect portfolio companies. Third-Party Infringement Claims. A Fund (or an affiliate thereof) or a portfolio company may, from time to time, receive notices from others claiming such Fund (or an affiliate thereof) or such portfolio company (or a third party using a portfolio company’s products or services) has infringed their intellectual property rights. The number of these claims may grow because of constant technological change in the technology sector, increased user- generated content, the extensive patent coverage of existing technologies, and the rapid rate of issuance of new patents. Additionally, portfolio companies may use “open source” software in their products, or may use such software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. Licensing authors or third parties may allege that a portfolio company has not complied with the conditions of one or more of these licenses. To resolve these and other intellectual property infringement claims, the Funds and/or portfolio companies may enter into royalty and licensing agreements on unfavorable terms, stop selling or redesign affected products, or pay damages to satisfy indemnification commitments with customers. These outcomes may cause operating margins of the relevant portfolio companies, and ultimately, the relevant Fund, to decline. In addition to monetary damages, in some jurisdictions plaintiffs can seek injunctive relief that may limit or prevent importing, marketing and selling products that have infringing technologies. In some countries, such as Germany, an injunction can be issued before the parties have fully litigated the validity of the underlying patents. Investment in Restructurings. A Fund may make investments in restructurings that involve portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such portfolio company to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject such Fund to certain additional potential liabilities that may exceed the value of such Fund’s original investment therein. For example, under certain circumstances, a lender that has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Fund and distributions by such Fund to the limited partners may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Use of Leverage at the Portfolio Company Level. A Fund will frequently make use of leverage by, for example, having a portfolio company incur debt to finance a portion of its investment in such portfolio company, including in respect of companies not rated by credit agencies. Leverage generally magnifies both such Fund’s opportunities 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). The state of the broader credit markets is difficult to accurately forecast and, as a result, it may be difficult at times for a Fund to obtain or maintain the desired degree of leverage. In these circumstances, such Fund would be required to deploy additional commitments, to the extent available, which would further increase concentration. The use of leverage also typically 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. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a portfolio company’s condition or industry sector, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of such Fund’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flows to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which the Funds will invest generally will not be rated by a credit rating agency. Principal and interest payments on indebtedness (including loans having “balloon” payments) may be required regardless of the sufficiency of cash flow from the investments. Loans requiring “balloon” payments may involve greater risks than loans where the principal amount is fully or partially amortized over the term of the loan, since the ability to repay the outstanding principal amount of a “balloon” loan may be dependent upon the liquidity of the portfolio company or the ability to obtain adequate replacement financing, which will, in turn, be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying investment. There is no assurance that replacement financing will be available to make “balloon” payments or that any replacement financing available will be on favorable terms. Lenders or other holders of senior positions to a Fund’s equity will be entitled to a preferred cash flow prior to such Fund receiving a return on leveraged portfolio companies, and in the event a portfolio company is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness or where there is a breach of a performance covenant, the value of such Fund’s equity investment in such portfolio company could be significantly reduced or even eliminated and distributions may be reduced or suspended to repay the borrowings. Use of Leverage at the Fund Level; Subscription Lines. A Fund may borrow money on a short-term basis or guaranty indebtedness (such as a guaranty of a portfolio company’s debt) at the Fund level, including as part of a “subscription line” financing facility. While Fund-level borrowings generally will be interim in nature, asset-level leverage generally is not subject to any limitations regarding the amount of time such leverage may remain outstanding. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts may be secured by capital commitments made by such Fund’s investors and such investors’ capital contributions may be required to be made directly to the lenders instead of such Fund. A Fund’s General Partner may obtain or cause such Fund to obtain one or more revolving or other credit facilities which may be secured by capital commitments made by such Fund’s investors, as well as other assets of such Fund. A Fund may use such credit facilities to cover partnership expenses, provide interim financing for an investment in anticipation of the receipt of permanent financing or capital contributions or distributions, or fund a portion of the capital necessary for an investment if its General Partner determines that such leverage is desirable in light of the investment objectives of such Fund. In the event of a failure to pay or other event of default under any such credit facility, the lenders could require investors to fund their entire remaining unpaid capital commitments. In addition, such borrowings may limit the investors’ ability to use their interests in a Fund as collateral for other indebtedness. Required repayments of debt and related interest can adversely affect a Fund’s operating performance. A Fund may have significant credit facilities as well as holding and operating company debt for which such Fund provides a guarantee or equity support agreement, each of which may be subject to these various risks. A Fund may also incur additional debt in connection with future acquisitions or investments by such Fund or its portfolio companies. A Fund, in some instances, may borrow under an existing credit facility or borrow new funds to acquire investments. In addition, a Fund may incur or increase its leverage by obtaining loans secured by a portfolio of some or all of the portfolio investments acquired. In the event that a Fund is unable to repay any credit facility borrowings from its cash flows, such Fund may be required to dispose of investments to repay the lender(s). If a Fund is required to dispose of investments in order to repay lender(s) at an inopportune time or on an expedited basis, it may not realize as much value upon such disposition as it would receive in connection with an orderly disposition. A Fund’s credit facilities will likely contain restrictions, requirements and other limitations on such Fund’s ability to incur indebtedness, including financial covenants and asset-level covenants in the case of non-recourse financing. A Fund’s ability to borrow under its credit facilities and, in certain cases, its ability to respond to changes in the performance of its investments are subject to these financial and other covenants. A Fund may also have to pay break funding costs if it satisfies a debt fully or partially within a certain period of incurring the debt. A Fund may be limited in its ability to respond to changing operational circumstances with respect to an investment or a limited partner in ways it would have done had it not been subject to asset-level covenants. For example, a credit facility may impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in the Fund. In addition, in order to secure a credit facility, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. In addition, Fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a credit facility, an upfront fee, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the credit facility. The interest rate of any applicable credit facility may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. To the extent leverage is obtained in the form of a subscription line, such borrowing subjects limited partners to additional risks. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. Drawing down on a subscription line would typically allow the General Partner to avoid calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the-then current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not have arisen had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. A Fund may also utilize Fund-level borrowing when the General Partner expects to repay the amount outstanding through means other than Limited Partner capital, including as a bridge for equity or debt capital with respect to an investment. If the Fund ultimately is unable to repay the borrowings through those other means, the Fund’s portfolio would become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations and, in such event, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. Investment in Junior Securities. The securities in which the Funds invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Risks in Effecting Operating Improvements. A key element of each Fund’s investment strategy depends, in part, on the ability to restructure and effect improvements in the operations of a portfolio company, including with the help of the Executive Partners. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that any Fund will be able to successfully identify and implement such restructuring programs and improvements. The loss of one or more Executive Partners may have an adverse effect on the ability to implement such changes. Investments Longer than Term. A Fund may make investments which may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Although each Fund’s General Partner (i) would intend that investments will be disposed of prior to winding up and termination or be suitable for in kind distribution at such Fund’s winding up and termination and (ii) has a limited ability to extend the term of such Fund, a Fund may have to sell, distribute or otherwise dispose of investments or resolve litigation or other contingent liabilities at a disadvantageous time as a result of the winding up and termination. In addition, although upon the termination of a Fund, such Fund’s General Partner will seek to reduce Fund assets to cash and cash equivalents by selling assets of such Fund as the General Partner shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the limited partners will occur. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a 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 funds to make all or any of such investments, including as a result of a Fund’s initial investment approaching or reaching its diversification limit. Any decision by a Fund not to make follow-on investments or its inability to make such investments 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) or may result in a lost opportunity for such Fund to increase its participation in a successful portfolio company or the dilution of such Fund’s ownership in a portfolio company if a third party invests in such portfolio company. Bridge Financings. From time to time and subject to the conditions set forth in the applicable limited partnership agreement, a Fund will provide interim financing to a portfolio company, including in anticipation of a future issuance of equity or long-term debt securities, in anticipation of another refinancing or sell-down of interests to co-investors or where such portfolio company has an identified short-term financing need. Such bridge financings may be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities issuance or other refinancing or sell-down may not occur and such bridge investments and interim investments may remain outstanding and be treated as a permanent investment in such portfolio company. A Fund’s General Partner will determine in its sole discretion the terms, including the interest rate (if any) or other price to be charged, applicable to the portfolio company co-investors or other parties acquiring or refinancing bridge financings from such Fund. Such interest rate, or price or other terms may not adequately reflect such Fund’s cost of capital or the risk such investment would not be sold or refinanced. In such event, the interest rate or other terms of such investments may not adequately reflect the risk associated with the position taken by a Fund. Compliance with any concentration limitation under the relevant limited partnership agreement will be measured solely at the time the applicable investment or bridge financing is made. To the extent that a bridge financing becomes a permanent investment, a Fund will not be deemed to have violated its concentration limits, if any, under the relevant limited partnership agreement. Please see “Allocation of Co-Investment Opportunities” below for more information regarding the allocation of co-investment opportunities and the potential risks and conflicts of interest associated therewith. Over-Commitment. It is anticipated that each Fund will commit to make equity investments that exceed the amount of equity that such Fund’s General Partner intends for such Fund to invest (which may be in excess of the amount that such General Partner determines to be desirable for such Fund to invest and/or such Fund’s ordinary course concentration limit), in order to facilitate transaction execution or with a view to making investment opportunities available to co-investors prior to or within a specified period of time after the closing of the investment, including via use of such Fund’s ability to provide bridge financings. In such event, such Fund will bear the risk that any or all of the investment opportunity will not be taken up by co-investors, that co-investors will fail to fund after making a commitment, or that the excess portion of such investment will not be resold or refinanced on attractive terms or at all. As a consequence, such Fund may ultimately hold a larger than expected (or desired) investment in a portfolio company. These risks would be elevated in the event of an intervening adverse event involving Siris, such Fund, the investment opportunity, the Principals or the general or local economy. Additionally, such Fund may bear the entire portion of any fees, costs and expenses related to such investments. Although a Fund’s General Partner will endeavor to address such risks, such General Partner and its affiliates will not be deemed to have violated any duty or other obligation to such Fund or any of its investors by engaging in such investments and the related co-investment, sell-down or refinancing activities. Hedging Arrangements; Related Regulations. A Fund’s General Partner may (but is not obligated to) endeavor to manage such Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and determined by such General Partner to be appropriate. A Fund may incur costs related to such 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 a 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 such Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a Fund’s 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. Public Company Holdings. A Fund’s investment portfolio may contain debt and/or equity securities issued by publicly held companies. Such investments may subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies and investments, limitations on the ability of such Fund to dispose of such securities and debt at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including the Principals, and increased costs associated with each of the aforementioned risks. Risks of Multi-Step Acquisitions. In the event a Fund chooses to effect a transaction by means of a multi-step acquisition (such as a debt or equity “toe hold,” a first-step cash tender offer, or other purchase followed by a merger, or in the case of a simultaneous acquisition and concurrent merger of two separate companies), there can be no assurance that the subsequent steps can be completed on attractive terms or at all. This could result in such Fund having limited or no control over the investment or access to its cash flows to service debt incurred in connection with the acquisition. In addition, some or all of the risks applicable to “toe hold” investments may also apply, as discussed below. “Toe Hold” Investments. The Funds may accumulate minority positions in the securities of potential portfolio companies, including public companies. While Siris may seek to achieve such accumulation through investments such as open market purchases, registered tender offers, negotiated transactions or private placements, a Fund may be unable to accumulate a sufficiently large position in a target company to please register to get more info

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Siris or the integrity of Siris’ management. Siris has no information applicable to this Item. please register to get more info

Siris and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Siris and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. The General Partners are affiliates of Siris. As described in Items 5 and 6, carried interest allocations are made to the General Partner of the relevant Fund, while management fees are paid to Siris. Siris does not recommend or select other investment advisers for its clients. please register to get more info

Siris strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, Siris has adopted a code of ethics that sets forth standards of conduct that are expected of Siris personnel and addresses conflicts that arise from personal trading. In general, Siris’ code of ethics acknowledges that the Firm and its employees owe a fiduciary duty to advisory clients, which includes ensuring that their personal affairs, including personal securities transactions, are conducted in a manner which avoids: (i) serving their own personal interests ahead of advisory clients, (ii) taking inappropriate advantage of one’s position with Siris; and (iii) any actual or potential conflicts of interest or any abuse of one’s position of trust and responsibility. The code of ethics includes provisions relating to the confidentiality of client information, prohibition on insider trading, procedures designed to prevent the misuse of, or trading upon, material non-public information, guidelines surrounding gifts or business related entertainment, personal securities trading procedures and other potential conflicts of interest. The code of ethics requires periodic reporting of accounts, including those accounts of certain family members, and pre-clearance of reportable securities. Siris maintains a list of covered securities in which employees/access persons are precluded, for reasons including, but not limited to, insider trading rules, from investing. Investors and prospective investors may request a copy of the code of ethics by contacting Siris at the address or telephone number listed on the first page of this document. The Firm will not effect any agency cross securities transactions for client accounts. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker- dealer or has an affiliated broker-dealer. Except in limited circumstances, as a general matter, Siris does not effect internal cross transactions among client accounts, nor does it anticipate entering into any principal transactions with its clients. In the event the Firm was to engage in such transactions, it would do so only in compliance with the requirements of Section 206(3) of the Advisers Act. please register to get more info

Siris seeks to make securities investments for clients in such a manner that the total costs or proceeds in each transaction are the most favorable under the circumstances (“best execution”). Siris’ investment strategy generally involves making direct private equity investments in leveraged acquisitions of companies. The terms of such transactions are typically subject to negotiation, and brokerage firms are not usually involved other than in certain situations where, for example, a portfolio company is engaging in an initial public offering or a Fund purchases or receives public securities in connection with a transaction or potential transaction. Therefore, Siris generally does not anticipate using broker- dealers to effect securities transactions, except in limited circumstances. Siris does not receive any soft dollar benefits from broker-dealers. please register to get more info

Siris performs various weekly, monthly, quarterly and periodic reviews of the Funds’ portfolios. Such reviews are conducted by the Principals. The Firm anticipates providing annual audited financial statements to investors in each Fund within 120 days of the applicable Fund’s fiscal year end. Investors in the Funds generally receive a written quarterly report and account statement from Siris. please register to get more info

Siris and/or its affiliates may provide certain business or consulting services to companies in the Funds’ portfolios and may 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 the 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 Item 5, “Fees and Compensation.” As previously stated, each General Partner may, at its option, provide co-investment opportunities to certain persons, including, but not limited to, Strategic and Relationship Co- Investors. A General Partner may receive compensation in connection with these co- investment activities. Such compensation will not result in additional offsets to or reductions of the Management Fee. Siris may enter into written agreements with third party solicitors or placement agents to refer potential clients or investors to Siris as permitted by applicable laws. Siris may enter into solicitation or placement agent agreements, by which third parties receive fees based on providing client or investor referrals. Under these arrangements, the third party may receive a fixed fee, or fees in part based on the size of the investment made by the referred client or investor. Typically, these arrangements last for a period of time, but fees may be paid to the solicitor or placement agent for a trailing period following termination of the arrangement. Any fees payable to any such placement agents will be paid by Siris indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, generally are borne by the relevant Fund(s). please register to get more info

Siris may be deemed to have custody of the Funds’ assets and securities because it has the authority to manage the Funds’ accounts and securities. To the extent that assets and/or securities of the Funds are held by qualified custodians, account statements related to the Funds are sent by qualified custodians to Siris. Siris is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is deemed to have complied with certain requirements of the Custody Rule with respect to each Fund because it requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. please register to get more info

Siris has discretionary authority from the Funds it advises to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives as described in the private offering memorandum for the relevant Fund. As a general policy, Siris does not allow its discretionary advisory clients to place limitations on its authority other than certain investment limitations as set forth generally in a Fund’s limited partnership agreement. Consistent with the terms of the Funds’ limited partnership agreements, however, Siris and/or its affiliates may enter into Side Letters with certain limited partners whereby the terms applicable to such limited partners’ investments in the Funds may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Siris assumes this discretionary authority pursuant to the terms of the limited partnership agreements and powers of attorney executed by the limited partners of each Fund. please register to get more info

The Securities and Exchange Commission adopted Rule 206(4)-6 under the Investment Advisers Act of 1940, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Although Siris generally has authority to vote client securities, it generally is not called upon to participate in proxy voting because of the types of securities in which the Firm transacts on behalf of the Funds. However, in compliance with such rules, Siris has adopted proxy voting policies and procedures should the Firm have proxy voting responsibility at any time in the future. As a general matter, Siris’ goal is to vote such proxies in the best long term interests of its clients. In connection with each exercise of voting authority, Siris will assess whether any material conflicts of interest exist between the interests of Siris and the interests of the relevant Fund with respect to the matters to be voted upon. A conflict of interest typically arises where there is a business or personal relationship between the employees executing voting authority, on the one hand, and the proponents of a voting proposal or director candidates standing for election at the portfolio company, on the other. A conflict might arise for Siris, for example, where the Firm or an employee has a separate business relationship with the portfolio company or the challenger in a proxy contest, or where an employee has a personal relationship with an officer or director (such as a close family member serving in such position) of the portfolio company or the challenger in a proxy contest. In such cases, a managing director or the employee will raise any potential conflict of interest with the CCO, who will work to determine whether alternative voting procedures need to be implemented. In the event of a material conflict of interest, Siris will look to a proxy voting service, or other independent third party, to determine the manner in which its votes will be cast. In the event of any such material conflict of interest, the CCO will document the nature of the conflict and the alternative voting procedure employed to address such conflict. Investors may obtain a copy of Siris’ complete proxy voting policies and procedures upon request by calling the number listed on the front page of this Brochure. Investors may also obtain information from Siris about how Siris voted any proxies on behalf of particular portfolio companies. please register to get more info

Registered investment advisers are required in this Item to provide certain financial information or disclosures about Siris’ financial condition. Siris has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, has not been the subject of a bankruptcy proceeding, does not require prepayment of management fees six months or more in advance, and does not have any other events requiring disclosure under this item of the Brochure. please register to get more info