ABRY Partners, LLC (the “Management Company”), a Delaware limited liability company and a registered investment adviser, and its affiliates (collectively, “ABRY”) provide investment advisory services to private investment funds. The Management Company and certain of its affiliates commenced operations in 1989. The following investment advisers are affiliated with the Management Company: ABRY Capital Partners, L.P.; ABRY V Capital Partners, L.P.; ABRY VI Capital Partners, L.P.; ABRY Mezzanine Investors, L.P.; ABRY Senior Equity Investors II, L.P.; ABRY Senior Equity Investors III, L.P.; ABRY ASF Investors, L.P.; ABRY ASF Investors II, L.P.; ABRY Investment GP, LLC; ABRY Senior Equity Co-Investment GP, LLC; and ABRY Senior Equity Co- Investment GP III, LLC (each a “General Partner” and together with the Management Company, the “Advisers”). Each General Partner is subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance. This Brochure describes the business practices of the Management Company and each General Partner, which operate as a single The Management Company is also affiliated with: ABRY Partners II, LLC (“ABRY Partners II”) whose employees provide services to ABRY Partners VII Co-Investment GP, LLC; ABRY VII Capital Partners, L.P.; ABRY Partners VIII Co-Investment GP, LLC; ABRY VIII Capital Partners, L.P.; ABRY Partners VIII Co-Investment GP (Cayman AIV), LLC; ABRY VIII Capital Partners (Cayman AIV), L.P.; ABRY IX Capital Partners, L.P.; ABRY Partners IX Co- Investment GP, LLC; ABRY Senior Equity Investors IV, L.P., ABRY Senior Equity Co- Investment GP IV, LLC; ABRY ASF Investors III, L.P.; ABRY ASF Investors IV, L.P.; ABRY Heritage Capital Partners, L.P.; ABRY Heritage Partners Co- Investment GP, LLC; ABRY Senior Equity Investors V, L.P.; ABRY Acquisition Manager, LLC; ABRY Senior Equity CoInvestment GP V, LLC; ABRY Heritage Partners Co-Investment GP (Cayman AIV), LLC and ABRY Heritage Capital Partners (Cayman AIV), L.P. ( each, an “ABRY II Adviser”). ABRY Partners II is a separately registered investment adviser and management company and each of the other ABRY II Advisers is subject to the Advisers Act pursuant to ABRY Partners II’s registration in accordance with SEC guidance. The Advisers’ clients include the private investment funds listed below (each, a “Fund,” and together with any other current or future private investment funds to which the Management Company or its affiliates provide investment advisory services, including Co-Investment Funds (as defined below) and alternative investment vehicles, the “Private Investment Funds”). Equity Funds
• ABRY Partners IV, L.P.
• ABRY IV Investments, Ltd.
• ABRY Partners V, L.P.
• ABRY Partners V Affiliated Investors, L.P.
• ABRY Partners VI, L.P. Senior Equity Funds
• ABRY Mezzanine Partners, L.P.
• ABRY Senior Equity II, L.P.
• ABRY Senior Equity II-A, L.P.
• ABRY Senior Equity III, L.P. Senior Debt Funds
• ABRY Advanced Securities Fund, L.P.
• ABRY Advanced Securities Investments, L.P.
• ABRY Advanced Securities Fund II, L.P. Co-Investment Funds (“Co-Investment Funds”)
• ABRY Investment Partnership, L.P.
• ABRY Senior Equity Co-Investment Fund, L.P.
• ABRY Senior Equity Co-Investment Fund III, L.P. Pursuant to each Fund’s agreement of limited partnership (or equivalent governing document, in the case of ABRY IV Investments, Ltd.) (each, a “Partnership Agreement”), the applicable General Partner (or board of directors) has the authority to manage the business and affairs of the Funds. Each General Partner (or board of directors) has delegated, subject to its oversight, day-to-day responsibility for the management and operations of the applicable Fund to the Management Company pursuant to management agreements between the General Partners and the Management Company (each, a “Management Agreement”). Pursuant to a management agreement between the Management Company and ABRY Partners II, ABRY Partners II provides certain advisory services to the Management Company. Interests in the Funds are privately offered to qualified investors in the United States and elsewhere. The investment advisory services provided to the Funds by the Advisers consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and ultimately selling such investments. The Equity Funds and the Senior Equity Funds are private equity funds and invest through negotiated transactions in operating entities. The Senior Debt Funds are private funds that make investments primarily in senior debt securities generally employing total return swaps (“TRS”) entered into with unaffiliated counterparties to obtain exposure to such debt securities in lieu of the applicable Senior Debt Fund holding such securities directly. Except for the Senior Debt Funds, each Fund invests predominantly in non-public companies, although each Fund may invest in public companies, subject to certain limitations set forth in such Fund’s Partnership Agreement. The Equity Funds generally seek to take a controlling position when investing in a portfolio company, and generally at least one principal (a “Principal”) or other ABRY investment professional serves on a portfolio company’s board of directors in order to represent the applicable Fund’s interests in the portfolio company. The Senior Equity Funds typically do not take controlling positions in portfolio companies but seek to place at least one ABRY Principal or other ABRY professional on the portfolio company’s board. The Advisers’ advisory services to the Funds are detailed in the applicable private placement memoranda, the Management Agreements and the Partnership Agreements (collectively, the “Fund Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors (references to “limited partners” and “investors” are intended to be interchangeable and include investors that participate in Private Investment Funds that are not limited partnerships) in Private Investment Funds participate in such Fund’s overall investment program, but may be excused from a particular investment due to legal, regulatory or other applicable constraints. Each Fund or its General Partner may enter into side letters or other similar agreements with certain investors that have the effect of establishing rights under, altering or supplementing the Partnership Agreement, the investor’s subscription agreement or other Fund Documents, including providing informational rights, addressing regulatory matters with respect to such investors, effectively excusing such investors from participating in certain types of investments, varying economic terms or fee structures, providing transfer rights and offering co-investment-related provisions. Certain of the Advisers serve as an investment manager to Co-Investment Funds structured to facilitate investments by affiliated co-investors alongside the primary Funds on a fixed pro-rata basis with the commitments to such vehicles generally being variable on an annual basis. To the extent that a particular investment opportunity, in the Advisers’ sole discretion, exceeds the desired allocation to a Fund in the aggregate in view of investment size, type, available capital, diversification, location, holding period and other relevant considerations, the Advisers may offer additional co-investment opportunities to other persons or firms who the Advisers or their affiliates believe will be of benefit to the Funds. The Advisers may also organize one or more co-investment funds to co-invest alongside the Funds to facilitate personal investments by such persons or firms and by partners, officers and employees and their related parties and associates of the Advisers or of control entities, including the Co-Investment Funds. The Advisers may also facilitate co- investments directly into a portfolio company. Co- Investment Funds typically invest and dispose of their investments in the applicable portfolio company at the same time and on the same terms as the Private Investment Fund making the investment. The Advisers and their affiliates may elect not to charge a management fee to or receive carried interest from such Co-Investment Funds. While the Advisers and any of their affiliates may charge carried interest, management and other fees to any co-investors, including the Co-Investment Funds, certain of the Co-Investment Funds do not pay management fees or carried interest. In addition to the foregoing, the Advisers serve as the investment managers to a number of special purpose vehicles through which several Funds have invested. The Advisers generally form special purpose vehicles to facilitate portfolio investments by Funds for tax, regulatory, or economic purposes. The Adviser that acts as the investment manager to a particular special purpose vehicle is determined on the basis of the Fund that invests through such special purpose vehicle. In addition, the Advisers, either directly or indirectly through a special purpose vehicle, may engage in TRS which allow the Senior Debt Funds to derive the economic benefit of owning an asset without retaining legal ownership of such asset. Finally, in connection with certain investments, the Advisers may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange rates. As of December 31, 2018, the Management Company had approximately $1,407,342,060 in client assets under management. The Management Company’s ultimate principal owner is Royce Yudkoff. please register to get more info

In general, the applicable General Partner receives a management fee (the “Management Fee”) and pays over such Management Fee to the Management Company pursuant to the applicable Management Agreement and the applicable General Partner receives a carried interest in connection with advisory services provided to each Private Investment Fund. For each Private Investment Fund, the carried interest distributed to a General Partner is generally subject to a potential giveback at the end of the Fund’s life if the General Partner has received excess cumulative distributions. The Co-Investment Funds generally do not pay a Management Fee or carried interest. The Management Company or other ABRY entities or affiliates may receive additional compensation in connection with management and other services performed for portfolio companies (e.g., monitoring and other fees) of the Private Investment Funds, and the Funds’ pro rata share of such additional compensation is generally offset in whole against the Management Fees otherwise payable to the Management Company in accordance with the relevant Fund Document. Fee structures are negotiated on a vehicle-by-vehicle basis so Investors should review the applicable Fund Documents for details regarding the fee structures summarized below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the applicable Partnership Agreement.
Management Fees
Equity Funds During an Equity Fund’s active investment period, an Equity Fund generally pays a Management Fee equal to 2.0% on an annual basis of aggregate investor capital commitments (“Commitments”). After the active investment period expires (or upon the occurrence of certain other events set forth in such Fund’s Partnership Agreement), an Equity Fund’s Management Fee is typically reduced to an amount equal to 2.0% of funded Commitments in respect of investments, reduced by the cost of realized investments. In the event the Advisers raise a successor Private Investment Fund to such Equity Fund and/or accrue a Management Fee in respect of such successor Private Investment Fund, the Management Fee percentage is generally reduced from 2.0% to 1.0%. Each of ABRY Partners IV, L.P., ABRY Partners V, L.P. and ABRY Partners V Affiliated Investors, L.P. is not currently paying a Management Fee. Senior Equity Funds During a Senior Equity Fund’s active investment period, a Senior Equity Fund generally pays a Management Fee equal to 1.5% on an annual basis of Commitments. After the active investment period expires or a successor fund is raised and/or the Advisers accrue a Management Fee in respect of such successor fund (or upon the occurrence of certain other events set forth in such Fund’s Partnership Agreement), then a Senior Equity Fund’s Management Fee is generally reduced to an amount equal to 1.5% of funded Commitments in respect of investments, reduced by the cost of realized investments. ABRY Mezzanine Partners, L.P. is not currently paying a Management Fee. Senior Debt Funds During a Senior Debt Fund’s active investment period, a Senior Debt Fund generally pays a Management Fee equal to 2.0% on an annual basis of Commitments. After the active investment period expires or a successor fund is raised and/or the Advisers accrue a Management Fee in respect of such successor fund (or upon the occurrence of certain other events set forth in such Fund’s Partnership Agreement), then a Senior Debt Fund’s Management Fee is typically reduced to the lower of 2.0% of Commitments or 2.0% of the cost basis or notional principal amount, as applicable, of investments held by such Fund. Other General Management Fee Information Management Fees generally are calculated on either a semi-annual basis or a quarterly basis, but are paid on a quarterly basis. Installments of the Management Fee payable for any period other than a full quarterly period are adjusted on a pro rata basis based upon the actual number of days in such period. A Fund’s Management Fee is generally payable until all Fund assets have been distributed as described in the Partnership Agreement. Investors participating in a closing after a Private Investment Fund’s initial closing bear the Management Fee from such initial closing date, with an added interest factor. As further described in the applicable Fund Documents, a Fund’s Management Fee may be reduced, although not below zero, by an amount equal to the Fund’s pro rata share of the aggregate amount of directors’ fees, consulting fees, commitment fees, monitoring fees, break-up fees, closing fees, investment banking fees, placement fees, transaction fees and other similar fees paid to the Advisers and certain of their affiliates (but not by amounts paid to consultants retained by or providing services to portfolio companies). To the extent that the Management Fee with respect to any of the Equity Funds, Senior Equity Funds or the Senior Debt Funds is not reduced as of any given payment date because such Management Fee installment has been reduced to zero, the excess shall be carried over to the next succeeding payment date and applied as a reduction of the Management Fee, but not below zero, for such succeeding payment date. To the extent any such excess remains unapplied upon dissolution of such Fund, each partner of such Fund will receive its share of such unapplied excess, unless such partner elects not to receive its share. Funds that do not pay a Management Fee neither receive the benefit of the management fee offsets nor share in any of such additional fees earned by the Advisers and their affiliates. In certain very limited circumstances, monitoring fee arrangements with portfolio companies may include provisions that permit the acceleration of monitoring fees upon certain events, such as the initial public offering or strategic sale of a portfolio company. These acceleration provisions typically require a termination payment by the portfolio company, which often reflects the net present value at the time of the termination of the fees that would have been paid for the remaining term of the agreement. Because the monitoring agreements with portfolio companies often have prolonged terms, the effects of such acceleration is often substantial. In addition, the Partnership Agreements typically allow the applicable General Partner to waive all or a portion of the Management Fee it is entitled to receive. Any such waived portion of the Management Fee reduces the amount of capital such General Partner would otherwise be required to contribute to such Fund. The limited partners may be required to make a pro rata contribution according to their respective Commitments to fund any contribution that would otherwise be required of the General Partner up to the aggregate amount of any such waiver as described above, which contribution is then invested for the benefit of the General Partner and, as a result, the exercise of such waiver may result in an acceleration of investor capital contributions.
Carried Interest
With respect to each Fund, the applicable General Partner is generally entitled to receive a carried interest equal to a percentage of all realized profits; provided that no carried interest is payable to the General Partner unless all Partners have received a 9% preferred return compounded annually, as more fully described in the applicable Partnership Agreement. The carried interest to which the General Partner is entitled is: 20% in the case of ABRY Mezzanine Investors, L.P., ABRY Senior Equity Investors II, L.P., ABRY Senior Equity Investors II-A, L.P., ABRY Senior Equity Investors III, L.P., ABRY ASF Investors, L.P., and ABRY ASF Investors II, L.P.; 25% in the case of ABRY Capital Partners, L.P.; and 30% in the case of ABRY V Capital Partners, L.P. and ABRY VI Capital Partners, L.P. The carried interest distributed to each General Partner is generally subject to a potential giveback at the end of the applicable Fund’s life if the General Partner has received excess cumulative distributions from such Fund.
Other Information
The Funds and other Private Investment Funds invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the applicable Fund Documents, over the life of the applicable Fund (or the relevant Private Investment Fund, as applicable) and investors generally are not permitted to withdraw from or redeem interests in the Fund (or other relevant Private Investment Fund, as applicable), except in the case of certain legal or regulatory issues. Principals or other current or former employees of ABRY may receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by the Management Company or its affiliates. In addition, the General Partners typically exempt the Advisers and their affiliates from payment of all or a portion of Management Fees and/or carried interest. Such exemptions may be made pursuant to a direct exemption or rebate or through investment in another Private Investment Fund, such as a Co-Investment Fund that does not charge a fee. In addition to the Management Fee and carried interest payable to the Advisers, as set forth in the applicable Fund Documents, each Fund bears certain expenses in connection with the Fund’s activities, investments and business, to the extent not borne or reimbursed by a portfolio company or applied to reduce monitoring and other fees, generally including: legal, accounting (including investment tracking services), auditing, administration, investment banking, bank service fees, travel (including business class, first class fares and the chartering of private aircrafts (with such associated cost not in excess of the cost of first class fares) or equivalents), consulting, research, commissions and brokerage fees or similar charges incurred in connection with the purchase, holding and sale of securities (including any merger fees payable to third parties), custodial and administration (including costs and expenses incurred in connection with engaging one or more administrators and/or similar persons to provide services in connection with anti-money laundering and “know your client” matters), finder’s fees, third party valuation, appraisal, printing, filing, preparation and distribution of tax, accounting, and other administrative, regulatory or other Fund- related reporting or filing, title, transfer, escrow, registration, insurance premiums for liability insurance to protect the Funds, the General Partners, the Funds’ advisory boards and the affiliates, officers, directors and employees of the foregoing, advisory board, annual meetings, interest, taxes and other governmental fees and charges, costs relating to the preparation and issuance of any press release; litigation, indemnification, extraordinary expenses and other similar fees and expenses, compliance with “freedom of information act” and other similar requests, expenses incurred in connection with protecting the confidential or non-public nature of any information or data, bank service fees, winding up and liquidating the Fund or related entities, all expenses incurred with respect to proposed or consummated portfolio investments including structuring, organizing, acquiring, financing, refinancing, managing, operating, holding, valuing, winding up, liquidating, dissolving and disposing of such investments attributable to the activities of each Fund (and any associated travel, including, in some cases, the cost of charting private aircraft and lodging, meals or entertainment), all fees, costs expenses, liabilities and obligations relating to or attributable to indebtedness of, or guarantees made by, the Funds, the General Partners, or any of their respective affiliates on behalf of a Fund (including any credit facility, letter of credit or similar credit support) or seeking to put in place any such indebtedness or guarantee (including any interest and fees on money borrowed by the Funds, the General Partners, or any of their respective affiliates on behalf of the Funds), reverse breakup, termination and other similar fees in respect of proposed portfolio investments, including any such fees attributable to co-investors, unreimbursed costs, fees and expenses incurred in connection with any transfer or proposed transfer of limited partnership interests in a Fund, costs, fees and expenses relating to amendments to, and waivers, consents or approval pursuant to, the Governing Documents of the Funds, including the preparation, distribution and implementation thereof, all costs and expenses incurred in connection with the organization, management, operation, dissolution, liquidation and final winding up of “alternative investment vehicles” (to the extent not borne by such alternative investment vehicles” formed by the Fund, but not the Adviser’s expenses in connection with maintaining and operating its offices (such as compensation of its employees, rent, utilities and general office expenses), except to the extent borne by a Portfolio Company. The Funds also bear all out-of-pocket fees, costs and expenses, if any, incurred in connection with the Partnership’s legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other law or regulations. The Funds also bear expenses indirectly to the extent a portfolio company pays expenses (including without limitation in connection with the acquisition or closing of a transaction), along with certain expenses of the Advisers and/or their affiliates. As is typical for closed-end private equity, senior equity and senior debt funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds. Brokerage fees may be incurred in accordance with the practices set forth in “Brokerage Practices.” From time to time, the Funds may form and fund “platform” companies, where a Fund forms a portfolio company and recruits a management team to build the portfolio company through acquisitions and organic growth. Typically after recruiting and partnering with a management team to lead a new portfolio company, the Fund will commit start-up capital to fund the operations of the portfolio company which includes the overhead of the management team and any diligence and related expenses incurred in pursuing acquisition opportunities. In certain circumstances, one Fund may 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 benefit of which are received by other Funds over time), and be reimbursed by the other Funds by their share of such expense, without interest. The Advisers may also advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. The Advisers may permit certain investors to co-invest in portfolio companies alongside one or more primary Funds. Each of the Co-Investment Funds generally bears, and any other coinvest vehicle formed generally will bear, expenses related to its formation and operation, many of which are similar in nature to those borne by the primary Funds. A General Partner may employ a subscription facility maintained by one or more Funds to provide interim financing in connection with the acquisition of a portfolio company by such Fund or other Funds (including Co-Investment Funds) and, in such situations, each of the participating Funds bears their pro rata share of any interest or other charges in connection therewith. In the event that a transaction in which a co- investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated, all expenses relating to such proposed transaction will be borne by the Fund(s), and not by any potential co-investors, that were to have participated in such transaction. However, to the extent that such co-investors have already invested in a co- invest or other vehicle in connection with such transaction, such as the Co-Investment Funds, such vehicle bears its share of such expenses. The Advisers may retain certain consultants who may regularly provide services to (or with respect to) certain portfolio companies in which one or more Private Investment Funds invest, and such consultants may receive compensation, including but not limited to transaction fees or profits or equity interests in one or more Funds or General Partners. No such compensation will offset the Management Fee. The use of such consultants may subject the Advisers to conflicts of interest, as discussed under “Conflicts of Interest,” below. please register to get more info

As described under “Fees and Compensation,” the relevant General Partner generally receives a carried interest allocation on realized profits in the Funds. Except for certain Co- Investment Funds, which are designed to invest alongside the Funds, subject to any limitations in the applicable Fund Documents, the Advisers currently advise only Funds that are charged a performance-based fee. Because the Co-Investment Funds generally invest pro rata alongside the Funds, the Management Company believes that no conflict of interest arises through side-by-side management of Funds that pay carried interest and Co-Investment Funds that do not. Furthermore, the Advisers do not make investment allocation decisions based on the likelihood of receiving a performance-based fee from a particular Fund. please register to get more info

The Management Company provides investment advice to Private Investment Funds, which may include investment partnerships or other investment entities formed under domestic or non-U.S. laws and operated as exempt investment pools under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The investors participating in Private Investment Funds may include individuals, banks or thrift institutions, university endowments, family offices, insurance companies, pension and profit-sharing plans, trusts, estates or charitable organizations, sovereign wealth vehicles, corporations or other business entities or other investment entities, and may include, directly or indirectly, principals or other employees of the Management Company and its affiliates or service providers to the Management Company or the Private Investment Funds (e.g., legal service providers). The Private Investment Funds may include 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. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Private Investment Fund. Other than the Co-Investment Funds, each Private Investment Fund generally has a minimum investment amount ranging from $5 to $10 million for third-party investors. In most circumstances, investors in the Funds must meet certain suitability and net worth qualifications prior to making an investment in the Funds. Generally, investors must be (i) “accredited investors” as defined under Regulation D of the U.S. Securities Act of 1933, as amended (“Securities Act”), and (ii) in the case of Funds formed more recently, either “qualified purchasers” or “knowledgeable employees” as defined under the Investment Company Act. The Advisers may waive such minimum investment amounts and qualification requirements. please register to get more info

General
The Management Company provides day-to-day investment advisory services to the Funds, subject to the supervision of the applicable General Partner. The applicable General Partner has ultimate decision-making authority for each Fund. Since the Advisers have common owners and personnel, the Advisers’ general investment methodology is described below. Investors should refer to the applicable Fund Documents for further information regarding investment strategies employed for a specific Fund. There can be no assurance that the Advisers will achieve the investment objectives of each Fund and a loss of investment may be possible.
Investment Strategy and Process
The Management Company invests the Private Investment Funds primarily in media, communication, information and business services companies and related businesses and industries (collectively, the “sector”), including the following sub-sectors. Advertising Services Broadband / Data Services Business-to-Business Media Business-to-Consumer Media Business Services Cable Television Communication Towers Content Distribution Data Centers Digital Media Entertainment Healthcare Information Services Information Security Information Services Insurance Information Services Internet Services Marketing Services Mobile Communications Motion Picture & TV Movie Exhibition Radio Broadcasting Satellite Services Security Monitoring Telecom Services Television Broadcasting Transaction Processing

In each case, the Private Investment Funds may selectively invest outside the Sector when the Management Company believes it identifies attractive opportunities. Equity Funds The Equity Funds follow a consistent thesis-based approach in which the subsectors are regularly evaluated for their relative attractiveness or lack thereof. Attributes that can move subsectors into or out of the “high priority” category include regulatory or technological change, growth prospects, number of opportunities, competitive dynamics, valuation and long-term operating characteristics, among others. Once a particular subsector has been characterized as attractive, a dedicated team of Management Company professionals is charged with further analyzing the prospects and identifying investment opportunities. This work typically entails interviewing management teams, bankers, brokers, accountants, lawyers and others specializing in the particular subsector. The Equity Funds pursue a range of transaction types, including acquisitions, growth investments, consolidation strategies, cost reductions and turnarounds, and will generally take controlling positions in portfolio companies in order to exert what it views as the requisite level of influence over the Fund’s investments. The Equity Funds generally will invest in portfolio companies with a three-to-seven year investment horizon and individual investments at sizes of more than $25 million to $150 million. Senior Equity Funds The Senior Equity Funds invest primarily in senior equity securities issued by companies in the Sector. The Senior Equity Funds intend to invest in a diversified portfolio of companies identified and evaluated by senior professionals at ABRY, including those that are exclusively dedicated to the Senior Equity Funds. The Management Company generally causes the Senior Equity Funds to structure investments to be senior in liquidation preference to a significant amount of underlying common equity value. In addition, these investments generally are structured with rights, controls and protective covenants. The Senior Equity Funds expect investments to primarily range in size from $20 million to $70 million and will typically structure investments as preferred stock with warrants, but it may also invest in subordinated debt with warrants, common stock offered in conjunction with senior equity securities, convertible securities and, in limited circumstances, in publicly-traded subordinated debt securities. The Senior Equity Funds will have the ability, but not the obligation, to make senior equity investments in many of the transactions sponsored by the Equity Funds and the Senior Debt Funds. Senior Debt Funds The Senior Debt Funds invest primarily in senior debt securities issues by companies in the Sector. The Senior Debt Funds generally invest in a diversified portfolio of debt securities identified and evaluated by senior professionals at ABRY, including those that are exclusively dedicated to the Senior Debt Funds. The Senior Debt Funds’ investments generally consist of loans held indirectly through the use of TRS with one or more banks, financial institutions or other parties believed to be creditworthy, but other means through which to make such investments may be considered from time to time where the Management Company believes the approach may provide similar access to leverage and preservation of capital. In addition, the Senior Debt Funds will typically acquire investments with a view to holding the loans to their maturity or earlier redemption at par, but also employ a limited portion of available capital to gain exposure to more short-term investments. The Senior Debt Funds will have the ability, but not the obligation, to make senior debt investments in some of the transactions sponsored by the Equity Funds and the Senior Equity Funds. The Senior Debt Funds seek to create a diversified portfolio comprising over 100 companies across multiple sub-sectors and acquired over three-plus years to capture vintage diversification.
Risks of Investment
Each Fund and its investors bear the risk of loss that the Advisers’ investment strategy entails. Although the following risk factors are generally applicable to the Advisers’ Funds, investors should also refer to each Fund’s private placement memoranda for risk factors specific to their Fund. The risks involved with the Advisers’ investment strategy and an investment in the Funds include, but are not limited to: General Investment Risks Business Risks. A Fund’s investment portfolio consists primarily of securities issued primarily 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. An investment in a Fund should only be considered by persons who can afford a loss of their entire investment in such Fund. No Assurance of Investment Return. The task of identifying investment opportunities and managing such investments is difficult. Many organizations operated by persons of competence and integrity have been unable to make such investments successfully. There is no assurance that a Fund’s investment objectives will be attained or that the value of the investments will not decline or that there will be any return of capital. Availability of, and Competition for, Investment Opportunities. The business of identifying, structuring and completing private equity, senior equity and senior debt investments is highly competitive and involves a high degree of uncertainty. The Principals have significant experience in identifying and structuring various types of financing transactions, including private equity and mezzanine financings, on behalf of the Funds, but the availability of investment opportunities generally is subject to many factors outside of their control, such as prevailing market conditions, as well as the regulatory and political climate. A Fund competes for investment opportunities with a number of other sources of capital with similar investment objectives, including other private investment funds, financial institutions and other institutional investors, some of whom have greater capital and general partners who are more experienced in the private equity or senior debt financing areas. Additional funds with similar investment objectives may be formed subsequent to the formation of a Fund by other unrelated parties who similarly may have more relevant experience, greater financial resources, a greater willingness to take on risk and more personnel than such Fund. A Fund may also incur significant expenses identifying, investigating and attempting to make potential investments that are ultimately not consummated. Moreover, a Fund’s beliefs regarding the availability of investment opportunities for such Fund are based in part on assumptions regarding the amount of financing that will be available, such Fund’s ability to participate in such investments and other market, economic and related assumptions, some or all of which may not materialize as expected. There may be relatively few attractive investment opportunities at certain times during a Fund’s investment period and there can be no assurance that such Fund will succeed in obtaining a sufficient number of such investment opportunities, that an investment ultimately acquired by a Fund will achieve its return objectives or that a Fund will be able to invest all its available capital. However, limited partners are required to pay annual management fees during its active investment period based on the entire amount of their Commitments. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Thus, there may be a number of years when the only income from a Fund is dividend and interest income from its investments. Such income may not be significant and operating expenses may exceed income during that period. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including the annual management fee payable to a General Partner) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital, including, without limitation, unfunded Commitments. In addition, there can be no assurance that a Fund will have sufficient cash flow to permit it to make annual distributions in the amounts necessary for its investors to pay all tax liabilities resulting from such investors’ ownership of limited partnership interests in such Fund. Risks of Realization and Lack of Liquidity of Investments. A Fund generally invests in private companies, the securities of which are not publicly-traded. Unless such a company subsequently succeeds in obtaining approval from the relevant authorities to list its securities on a recognized exchange, this avenue to liquidity will not be available to a Fund. Even if the company completes an initial public offering, certain classes of securities held by a Fund may never become publicly tradable. Consequently, a Fund must then rely on other means to achieve liquidity. In addition, a Fund may be precluded from selling any shares of a publicly-traded security for some time after an initial public offering. Given the nature of the investments contemplated by a Fund, there is a significant risk that a Fund will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise will be unable to complete any exit strategy. In particular, these risks could arise from changes in the financial condition or prospects of the companies in which a Fund’s investments are made, changes in national or international economic or political conditions (including acts of war, terrorism or other calamity or crisis), adverse conditions in national or global financial or capital markets, or changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made. Prior Investment Results. The prior investment results and returns of a Fund, or any other Private Investment Fund, are not necessarily indicative of such Fund’s potential investment results. Such investments (at least in part) were made by vehicles pursuing investments at different stages of capital structures and/or across different stages of the economic cycle. The nature of, and risks associated with, a Fund’s investments may differ substantially from those investments and strategies undertaken historically on behalf of such other Private Investment Funds. In some instances, return rates targeted by a Fund for its investments will be less than the historical results. While the General Partners intend for the Funds to make investments that have estimated returns commensurate with risks undertaken, there can be no assurance that a Fund’s future investments will perform as well as the past investments managed by the Management Company, or that any targeted internal rate of return will be achieved. On any given investment or on all investments, loss of principal is possible. Investment in Junior Securities. For certain of the Funds (and particularly the Equity Funds), the securities in which such Fund invests 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. Lack of Unilateral Control. Even if a Fund is the majority investor or controlling shareholder, as applicable, of a portfolio company, in certain circumstances it may not have unilateral control of the portfolio company. To the extent the Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, or makes a minority investment, the relevant portfolio companies may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Funds or their limited partners. Such third parties may be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. Reliance on the General Partner and Portfolio Company Management. Control over the operation of a Fund is vested with the General Partner, and a Fund’s future profitability depends 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 a Fund’s ability to realize its investment objectives. In addition, the Principals currently, and may in the future, manage other investment funds besides the Fund and the Principals may need to devote substantial amounts of their time to the investment activities of such other funds, which may pose conflicts of interest in the allocation of the time of the Principals. Limited partners generally have no right or power to take part in the management of a Fund, and as a result, the investment performance of a Fund depends on the actions of its General Partner. In addition, certain changes in the General Partner or circumstances relating to the General Partner may have an adverse effect on the Funds or one or more of their portfolio companies. Although a General Partner monitors the performance of each of its Fund’s investments, it is primarily 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 to 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 a Fund’s objectives. There can be no assurance that the management team of a portfolio company on the date a portfolio investment is made will remain the same or continue to be affiliated with the portfolio company throughout the period the portfolio investment is held. 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, a Fund and its investments may be adversely affected. Leveraged Investments. A Fund may make use of leverage by having a portfolio company incur debt to finance a portion of its investment in such portfolio company, including in respect of portfolio companies not rated by credit agencies or through investment structures such as TRS. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of TRS, and leverage generally, is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage also imposes restrictive financial and operating covenants on a portfolio 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 companies increases the exposure of a Fund’s investments to any deterioration in a portfolio company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of a Fund’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flow 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, a Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Fund invests generally will not be rated by a credit rating agency. Leverage may also be utilized by the Senior Debt Funds, as described more fully below. Fund Leverage. A Fund may make use of leverage by incurring debt to finance pending capital contributions or to meet certain obligations of the Fund, and the Funds generally have the authority to pledge assets and unfunded capital contributions to support such leverage. The use of such leverage involves a high degree of financial risk. The extent to which a Fund uses leverage may have important consequences to investors, including, but not limited to, the following: (i) greater fluctuations in the net assets of the Fund, (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions, or other purposes, (iii) to the extent that Fund revenues are used to make principal payments, investors may be allocated income (and therefore incur tax liability) in excess of cash available for distribution, (iv) in certain circumstances a Fund may be required to prematurely harvest investments to service its debt obligations and (v) limitations on the flexibility of a Fund to make distributions to investors or sell assets that are pledged to secure the indebtedness. There can also be no assurance that a Fund will have sufficient cash flow to meet its debt service obligations. As a result, a Fund’s exposure to losses may be increased due to the illiquidity of its investments generally. In addition, there can be no assurance that a Fund will be able to obtain indebtedness on terms available to any predecessor fund or to competitors, including terms that may be currently available in the market, or that indebtedness will be accessible by a Fund at any time, and to the extent that it is available there can be no assurance that such indebtedness will be on terms favorable to such Fund, including with respect to interest rates, or that such indebtedness will remain available throughout the term of such Fund. The cost and availability of leverage is highly dependent on the state of the broader credit markets, which state is difficult to accurately forecast. During times when credit markets are tight, it may be difficult to obtain or maintain the desired degree of leverage. A Fund may guaranty indebtedness (such as a guaranty of a portfolio company’s debt) or otherwise be liable therefor, and in such situations, it is not expected that such Fund would be compensated for providing such guaranty or exposure to such liability. While Fund-level borrowings generally will be interim in nature, asset-level leverage generally will not be subject to any limitations regarding the amount of time such leverage may remain outstanding. Subscription Lines. A Fund may enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition of the Fund’s investments). Fund-level borrowing subjects limited partners to certain risks and costs. 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. 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 subscription line, an upfront fee for establishing a subscription line, 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 borrowing facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Fund Documents, it 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. A credit agreement may contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, a subscription line 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 subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows the General Partner to fund investments and pay partnership expenses without 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 arise 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, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. Control Person Liability; Risks of Non-Controlling Investments. The Equity Funds and Senior Equity Funds are expected to have controlling interests in, or other control rights with respect to, a number of its portfolio companies. The exercise of control over a company may impose additional risks of liability for, among other things, environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws) or other types of liability in which the limited liability generally characteristic of business ownership may be ignored. If these liabilities were to arise, a Fund might suffer a significant loss. A Fund may have a more limited ability to protect its investments in companies in which a controlling interest has not been obtained. Limited Diversification and Impact of Regulation. A Fund is focused on investments in securities issued by companies in the media, communications, information, and business services industries and related companies, and in a limited number of companies within those industries. As a result, a Fund’s investment portfolio is likely to be highly concentrated and its aggregate return may be affected substantially by the performance of a few holdings or an industry sector. If the overall state of those industries or specific subsectors or companies in which a Fund invests performs poorly, such Fund may be adversely affected. Media, communications, information, and business services industries and related companies are regulated by the U.S. Federal Communications Commission (“FCC”) and other regulatory bodies. Although recent FCC rulings have created attractive investment opportunities and fueled merger and acquisition activity within the media industry, there is no assurance that future FCC regulations, or regulations established by other regulatory bodies, will continue to be favorable to the media industry. Many of the companies in which a Fund invests will be subject to regulation by the FCC and, in some cases, to other government regulation in the United States and elsewhere. The products or services of such companies are dependent upon obtaining regulatory clearances and approvals in various jurisdictions. The process of obtaining these approvals can be lengthy, expensive and uncertain, and there is no assurance that these approvals will be obtained. Failure to obtain these approvals could have a significant adverse effect on a company’s performance or the ability of a Fund to dispose of its investments in the company at an attractive time or price. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer companies and thus be less diversified. Moreover, certain other industry segments in which a Fund may invest are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While the Funds intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund invests. Projections. Following investment, in many cases, a Fund’s General Partner will rely on the financial information made available by the companies in which such Fund invests. Such General Partner generally will not have the ability to independently verify such financial information, and generally will be dependent upon the integrity of both the management of these companies and the financial reporting process in general. Material losses can occur as a result of corporate mismanagement, fraud and accounting irregularities. Projected operating results of companies in which the Funds invest normally will be based primarily on financial projections prepared by each company’s management, with adjustments to such projections made by a Fund’s General Partner 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 not predictable, can have a material impact on the reliability of projections. Public Company Holdings. A Fund’s investment portfolio may contain 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, limitations on the ability of a Fund to dispose of such securities 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. Director Liability. The Equity Funds typically obtain, and the Senior Equity Funds will generally seek to obtain, the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which they invest. Serving on the board of directors (or similar governing body) of a portfolio company exposes a Fund’s representatives, and ultimately such Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from the Fund’s investment activities. Non-U.S. Investments. A Fund may invest, subject to certain limitations set forth in the applicable Fund Documents, in companies that are organized, headquartered or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of a Fund), the application of complex U.S. and non-U.S. tax rules to cross-border investments, possible imposition of non-U.S. taxes on a Fund and/or their Partners with respect to a Fund’s income, and possible non-U.S. tax return filing requirements for a Fund and/or their Partners. Additional risks of non-U.S. investments include: (a) economic dislocations in the host country; (b) less publicly available information, (c) less well-developed regulatory institutions; (d) less extensive regulation of the securities markets; (e) longer settlement periods for securities transactions; (f) less developed corporate laws regarding fiduciary duties and the protection of investors; (g) less reliable and/or more restrictive laws, regulations, regulatory institutions and judicial systems; (h) greater difficulty of enforcing legal rights in a non-U.S. jurisdiction; (i) civil disturbances and social, economic and political uncertainty, including war and evolution; (j) governmental instability, crime, corruption, terrorism and political unrest; (k) nationalization and expropriation of private assets or confiscatory taxation; (l) governmental involvement in and control over economies; (m) governmental decisions to discontinue support of economic reform programs generally and impose centrally planned economies; (n) dependence on exports and the corresponding importance of international trade; (o) differences between U.S. and non-U.S. markets, including price fluctuations, market volatility, less liquidity and smaller capitalization of securities markets; (p) currency exchange rate fluctuations; (q) rates of inflation; (r) controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital and on a Fund’s ability to exchange local currencies for U.S. dollars; (s) differences in auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. companies, that may result in the unavailability of material information about issuers; (t) certain considerations regarding the maintenance of a Fund’s portfolio securities and cash with non-U.S. sub-custodians and securities depositories; (u) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such non-U.S. investments; (v) restrictions and prohibitions on ownership of property by foreign entities and changes in laws relating thereto and (w) additional administrative burdens as a result of local legal requirements. Moreover, non-U.S. companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. companies. A Fund may be adversely affected by the foregoing factors, or by future adverse developments in global or regional economic conditions or in the financial or credit markets. Additionally, because the effectiveness of the judicial systems in the countries in which a Fund may invest varies, a Fund (or any portfolio company) may have difficulty in foreclosing or successfully pursuing claims in the courts of such countries, as compared to the United States or other countries. Further, to the extent a Fund or a portfolio company may obtain a judgment but is required to seek its enforcement in the courts of one of the countries in which such Fund invests, there can be no assurance that such courts will enforce such judgment. The laws of many nations often lack the sophistication and consistency found in the United States with respect to foreclosure, bankruptcy, corporate reorganization and creditors’ rights. Reliance on Corporate Management and Financial Reporting. Following investment, in many cases, a General Partner relies on the financial information made available by the companies in which its Fund invests. A General Partner generally does not have the ability to independently verify such financial information, and generally is dependent upon the integrity of both the management of these companies and the financial reporting process in general. Material losses can occur as a result of corporate mismanagement, fraud and accounting irregularities. 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 such Fund’s General Partner in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company 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 not predictable, can have a material effect on the reliability of projections. Dilution. Limited partners admitted to a Fund at subsequent closings participate in then- existing investments of such Fund, thereby diluting the interest of existing limited partners in such investments. Although any such new limited partner is required to contribute its pro rata share of previously made capital contributions, there can be no assurance that this contribution reflected the fair value of a Fund’s existing investments at the time of such contributions. Need for Follow-On Investments. Following its initial investment in the securities of a company, a Fund may decide to make additional investments in such securities or otherwise increase its exposure to the securities of such company. There is no assurance that a Fund will make follow on investments or that a Fund will have sufficient funds to make all or any of such investments. 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 company in need of such an investment. Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful company or the dilution of a Fund’s ownership in a company if a third party invests in such company. In addition, certain of a Fund’s portfolio investments, particularly those in “platform” phase, may need additional capital to sustain their working capital needs and/or acquisition strategies. The amount of such additional capital needed will depend upon the maturity and objectives of the particular portfolio company. Each such round of financing (whether from a Fund or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the funds provided by a Fund are not sufficient, or if a Fund is unable to provide additional capital, a portfolio company may have to raise further capital at a price unfavorable to existing investors, including such Fund. To the extent a portfolio company in which a Fund invested receives additional funding in subsequent financings and such Fund does not participate in such additional financing rounds, the interests of such Fund in such portfolio company would be diluted. Recourse to the Fund’s Assets. A Fund’s assets, including any investments and any funds held by a Fund, are available to satisfy all liabilities and other obligations of such Fund. If a Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to such Fund’s assets generally and may not be limited to the particular investment giving rise to the liability. Withholding and Other Taxes. Each General Partner intends to structure its Fund’s investments in a manner that is intended to achieve such Fund’s investment objectives. There can be no assurance, however, that the structure of any investment will be tax efficient for any particular investor or that any particular tax result will be achieved. Also, tax reporting requirements may be imposed on investors under the laws of the jurisdictions in which investors are liable to taxation or in which a Fund makes portfolio investments. Prospective investors should consult their own professional advisors with respect to the tax consequences to them of an investment in a Fund under the laws of the jurisdiction in which they are liable to taxation. Furthermore, a Fund’s returns in respect of its investments may be reduced by withholding or other taxes imposed by jurisdictions in which a Fund’s companies are organized. In addition, certain of a Fund’s portfolio investments may be issued with “original issue discount” or may result in the receipt of ordinary dividend income without a corresponding receipt of cash or property. Moreover, a Fund may be permitted (but not required) to reinvest, rather than distribute, income and proceeds during such Fund’s investment period, subject to the terms of such Fund’s Partnership Agreement. Consequently, an investor’s share of taxable income of a Fund for a particular period (and possibly the income tax payable with respect to that income) may exceed the cash or other property distributed by the Fund to such investor in respect of that period. Inside Information; Other Regulatory Restrictions. From time to time a General Partner or its affiliates may be in possession of material, nonpublic information concerning the issuer of securities in which a Fund has invested, or in which it intends to invest. The possession of such information may limit the ability of a Fund to buy or sell such securities even if such information was obtained in the context of the investment activities of other Private Investment Funds. Consequently, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or such Fund’s internal policies. Accordingly, a Fund may be required to refrain from buying or selling such securities or other instruments at times when a General Partner might otherwise wish such Fund to buy or sell such securities or other instruments. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent ABRY or the Funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non- U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of ABRY’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by ABRY or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Absence of Statutory Regulation. The Funds are not registered under the Investment Company Act. Absent regulation, the protections offered by the Investment Company Act will not be available to the Partners or a Fund. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There has recently been significant discussion regarding enhanced governmental scrutiny and increased regulation of the private funds industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on a Fund’s activities, including the ability of such Fund to execute its investment strategy or achieve its investment objectives. The combination of recent scrutiny of private funds firms (along with other alternative asset managers) and their investments by various politicians, regulators and market commentators, and the public perception that certain alternative asset managers, including private funds firms, contributed to the recent downturn in the U.S. and global financial markets, may complicate or prevent a Fund’s efforts to consummate investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, a Fund may invest in fewer transactions or incur greater expenses or delays in completing investments than it otherwise would have. Additionally, Congress has recently considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Fund (including any carried interest) as ordinary income for U.S. federal income tax purposes that under current law is treated as an allocation of a Fund’s income, which may be taxed at lower rates than ordinary income. Enactment of any such legislation, whether during or after the initial closing of a Fund, could adversely affect the Principals, employees or other individuals associated with a Fund or a General Partner who were or may in the future be granted direct or indirect interests in a General Partner entitling such persons to benefit from an carried interest. This may reduce such persons’ after-tax returns from a Fund and a General Partner, which could make it more difficult for such General Partner and its affiliates to incentivize, attract and retain individuals to perform services for such Fund. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by a Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon a Fund’s portfolio companies. Market Conditions. The capital markets have experienced great volatility and financial turmoil. Moreover, governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) may have a negative effect on market conditions. General fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive investment opportunities for a Fund and may affect a Fund’s ability to make investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in a Fund’s investments and could have a negative impact on the performance and/or valuation of portfolio companies. A Fund’s performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007 or the downgrading of the credit rating of the United States in 2011, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies and investors’ risk-free rate of return. Movements in foreign exchange rates may adversely affect the value of investments in portfolio companies and a Fund’s performance. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its portfolio company investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination or other fees and expenses in the event a Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that the General Partner believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective and also the level of profitability achieved on realization of investments. Credit Markets May Affect Ability to Finance and Consummate Investments. The deterioration of the global credit markets in recent years made it more difficult for investment funds such as a Fund to obtain favorable financing for investments. Continuation of such conditions, which had consisted of, in part, a widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, has reduced investor demand for high yield debt, which in turn has led some investment banks and other lenders to be unwilling to finance new investments or to only offer committed financing for these investments on unattractive terms. A Fund’s ability to generate attractive investment returns may be adversely affected to the extent such Fund is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Fund to realize its investments at favorable times or for favorable prices. General Partner’s Interest. The capital contribution of a General Partner represents only a small portion of a Fund’s capital. Distributions of income and gains to limited partners may be proportionally less than those corresponding to their aggregate capital commitments, and the income and gains to a General Partner may be proportionally greater than those corresponding to its capital commitment. The fact that a General Partner’s carried interest is based on a percentage of net profits may create an incentive for such General Partner to cause its Fund to make riskier or more speculative investments than otherwise would be the case. Indemnification. A General Partner and certain related persons are entitled to indemnification from a Fund, except under certain limited circumstances. Any money paid to a General Partner or certain related persons will reduce amounts that would otherwise be payable to the limited partners. Transfer by General Partner. To the extent a General Partner, its partners and/or their respective affiliates commit to make an investment in a Fund, a participation in or a portion of such investment may thereafter be transferred to others, subject to certain limitations thereon in the applicable Partnership Agreement. Limited Transferability of Fund Interests. There is no public market for Fund interests, and none is expected to develop. Each Fund investor will be required to represent that it is a qualified investor under applicable securities laws and that it is acquiring its limited partnership interest in a Fund for investment purposes and not with a view to resale or distribution. Further, each Fund investor must represent that it will only sell or transfer its limited partnership interest in the applicable Fund with the prior written consent from such Fund’s General Partner to a qualified investor under applicable securities laws and in a manner permitted by the applicable Partnership Agreement and consistent with those laws. There are substantial restrictions upon the transferability of Fund interests under the applicable Partnership Agreements and applicable securities laws. There are substantial restrictions upon the transferability of Fund interests under the Partnership Agreement and applicable securities laws. In general, withdrawals of Fund interests are not permitted. In addition, Fund interests are not redeemable. Consequently, Fund investors may not be able to liquidate their investments prior to the end of a Fund’s life and must be prepared to bear the risks of an investment in such Fund for an extended period of time. Significant Adverse Consequences for Default. The Partnership Agreement provides for significant adverse consequences in the event a limited partner defaults on its Commitment or any other payment obligation. In addition to losing its right to potential distributions from a Fund, a defaulting limited partner may be forced to transfer its interest in a Fund for an amount that is less than the fair market value of such interest and that may be paid over a period of up to ten years, without interest. If a Fund investor fails to pay when due installments of its commitment to a Fund, and the contributions made by non-defaulting Fund investors and borrowings by such 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 Fund investors (including non-defaulting Fund investors). U.S. Federal Commodities Regulation. The Funds may trade in instruments regulated by the U.S. Commodity Futures Trading Commission (the “CFTC”), and in such event (unless otherwise notified to limited partners) a General Partner and/or its affiliates intend to qualify for an applicable exemption from registration with the CFTC as a commodity pool operator (“CPO”) with respect to a Fund pursuant to an exemption under CFTC Regulation 4.13(a)(3), which requires filing a notice of exemption with National Futures Association and renewing such filing annually. Unlike a registered CPO, a General Partner of a Fund and/or such affiliates are not required to deliver a CFTC-compliant disclosure document (as described in Part 4 of the CFTC’s regulations) and a certified annual report to investors. Nonetheless, each relevant General Partner does intend to provide investors with annual audited financial statements and the reports described in the Partnership Agreement. A General Partner and/or its affiliates may pursue an alternative exemption from CPO registration if 4.13(a)(3) becomes unavailable, or register with the CFTC as a CPO. In order to qualify for the exemption from CPO registration pursuant to CFTC Regulation 4.13(a)(3), (i) the relevant limited partner interests must be exempt from registration under the Securities Act and not publicly marketed in the United States; (ii) with respect to the relevant Fund’s positions in CFTC-regulated instruments either: (A) the aggregate initial margin and related amounts required to establish such positions must not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and unrealized losses on any such positions; or (B) the aggregate net notional value of such positions, determined at the time the most recent position was established, must not exceed 100% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and unrealized losses on any such positions; and (iii) the General Partner must reasonably believe, at the time of the investment, that each participant in the Fund is either an “accredited investor,” as that term is defined in Regulation D under the 1933 Act; a trust that is not an accredited investor but that was formed by an accredited investor for the benefit of a family member; a “knowledgeable employee,” as defined in Rule 3c- 5 under the Investment Company Act; or a “qualified eligible person,” as that term is defined in CFTC Regulation 4.7; and (iv) the interests must not be marketed as or in a vehicle for trading in the commodity futures, commodity options, or swaps markets. Cyber Security Breaches and Identity Theft. Cyber-attacks and other malicious Internet- based activity continue to increase in frequency and magnitude. Techniques used to sabotage, or to obtain unauthorized access to, systems or networks change frequently and generally are not recognized until launched against a target. Therefore, companies, as well as their third-party partners (including vendors and portfolio companies), may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventive measures. The Adviser and its portfolio companies’ information and technology systems may be vulnerable to actual or perceived damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyber-attacks may also take the form of socially- engineered frauds, such as “phishing”. There have been reports of alleged Chinese and Russian hacking attempts on American corporate intellectual property and the Adviser and its portfolio companies may be at risk of cyber-attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service provides or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Funds’ investors or portfolio companies. Companies and service providers have also been subject to “ransomware” attacks. As further evidence of the increasing and potentially significant impact of cyber security breaches, in 2016 and 2017, the U.S. government and several multinational companies, including financial institutions and retailers, reported cyber security breaches affecting their computer systems that resulted in the personal information of millions of citizens, customers and employees being compromised. Hedging Arrangements; Related Regulations. The General Partner may (but is not obligated to) endeavor to manage the Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. The Fund may incur costs related to such hedging arrangements, which may be undertaken in exchange-traded or over-the-counter 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 over-the-counter contexts, hedging arrangements will subject the Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. Over-the-counter contracts may expose the Fund to additional liquidity risks if such contracts cannot be adequately settled. 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. Unfunded Pension Liabilities of Portfolio Companies. Certain court decisions have found that, where an investment fund owns 80% or more (or under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) mig please register to get more info

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

The Management Company is affiliated with the following ABRY investment advisers subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance: ABRY Capital Partners, L.P.; ABRY V Capital Partners, L.P.; ABRY VI Capital Partners, L.P.; ABRY Mezzanine Investors, L.P.; ABRY Senior Equity Investors II, L.P.; ABRY Senior Equity Investors III, L.P.; ABRY ASF Investors, L.P.; ABRY ASF Investors II, L.P.; ABRY Investment GP, LLC; ABRY Senior Equity Co-Investment GP, LLC; and ABRY Senior Equity Co-Investment GP III, LLC. These advisers are the General Partners. These affiliated investment advisers operate as a single advisory business together with the Management Company and serve as managers or general partners of private investment funds and other pooled vehicles and may share common owners, officers, partners, employees, consultants or persons occupying similar positions. Paradigm Consulting Limited and Paradigm USA Consulting, Inc. (“Paradigm”) are owned by Andrew Banks, the co-founder of the Management Company. Paradigm and the Management Company have an arrangement whereby Paradigm, through Andrew Banks, provides certain consulting and other services to the Management Company and the General Partners for a fee. The Management Company is affiliated with (i) ABRY Partners II, a separate management company registered with the SEC under the Advisers Act, and (ii) each of ABRY Partners VII Co-Investment GP, LLC; ABRY VII Capital Partners, L.P.; ABRY Partners VIII Co-Investment GP, LLC; ABRY VIII Capital Partners, L.P.; ABRY Partners VIII Co-Investment GP (Cayman AIV), LLC; ABRY VIII Capital Partners (Cayman AIV), L.P.; ABRY IX Capital Partners, L.P.; ABRY Partners IX Co-Investment GP, LLC; ABRY Senior Equity Investors IV, L.P., ABRY Senior Equity Co-Investment GP IV, LLC; ABRY ASF Investors III, L.P.; ABRY ASF Investors IV, L.P.; ABRY Heritage Capital Partners, L.P.; ABRY Heritage Partners Co-Investment GP, LLC; ABRY Senior Equity Investors V, L.P.; ABRY Acquisition Manager, LLC; ABRY Senior Equity Co-Investment GP V, LLC; ABRY Heritage Partners Co-Investment GP (Cayman AIV), LLC and ABRY Heritage Capital Partners (Cayman AIV), L.P., which are registered with the SEC under the Advisers Act pursuant to ABRY Partners II’s registration. The Management Company has an arrangement with ABRY Partners II whereby ABRY Partners II provides employees and back offices services to the Management Company and its affiliated General Partners. ABRY Partners II also shares office space with the Management Company. The Management Company reimburses ABRY Partners II for the services it provides. The Management Company is also affiliated with ABRY UK Limited, an English limited company organized under the laws of England and Wales (“ABRY UK”). ABRY UK provides advice to the Management Company and its registered affiliates on behalf of both U.S. and non- U.S. based clients. ABRY UK is not required to be registered under the Advisers Act, but operates in compliance with certain related requirements and undertakings as prescribed by the SEC. The Management Company’s ultimate principal owner is Royce Yudkoff via an intermediate entity, Stafford Insurance Company, Ltd. (“Stafford”), an insurance company regulated by the Financial Services Commission of the Turks and Caicos Islands which is a wholly owned subsidiary of Stafford Financial, LLC, a Delaware limited liability company. Other than its ownership interests in ABRY Funds and the Management Company, the business activities of Stafford are not related to the business activities of the Management Company. please register to get more info

TRADING
The Advisers have adopted a Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of Principals, investment professionals and other employees and addresses conflicts that arise from personal trading. The Code requires ABRY personnel to:
• report their personal securities transactions;
• pre-clear any proposed purchase of any initial public offering or limited offering; and
• comply with the policies and procedures reasonably designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to ABRY’s Chief Compliance Officer at (617) 859-2959. The Code requires personal securities transactions to be conducted in a manner that prioritizes the Funds’ (and any other client’s) interests. The Advisers and their affiliated persons may come into possession, from time to time, of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Advisers and their affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of the Advisers. Accordingly, if the Advisers or any of their affiliated persons come into possession of material nonpublic or other confidential information with respect to any public company, the Advisers would be prohibited from communicating such information to the Funds (or any other clients), and the Advisers will have no responsibility or liability for failing to disclose such information to the Funds (or any other clients) as a result of following the Advisers’ policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of the Advisers’ personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds. Principals and employees of the Management Company and its affiliates may directly or indirectly own an interest in Private Investment Funds, including through a Co-Investment Fund. To the extent that Co-Investment Funds exist, such vehicles may invest in one or more of the same portfolio companies as the Funds, subject to any limitations set forth in the applicable Partnership
Agreements.
Each General Partner, directly or indirectly through affiliates, typically commits approximately 1-3% of aggregate commitments to each Fund. Additionally, the Funds and other Private Investment Funds may invest together with other private investment funds advised by an Adviser and/or its affiliates in the manner set forth in each Fund’s Fund Documents and the Adviser’s Investment Allocations/Co-Investment Policies. In general, unless otherwise provided for in a Private Investment Fund’s organizational documents, (a) no investor in a Private Investment Fund has a right to participate in any coinvestment opportunity, (b) decisions regarding whether and to whom to offer co-investment opportunities are made in the sole discretion of the Advisers or, in certain instances, in consultation with other participants in the applicable transaction, (c) co-investment opportunities may be offered to some and not other investors in Private Investment Funds in the sole discretion of the Advisers and (d) certain persons other than investors in the Funds (e.g., third parties) will, from time to time, be offered co-investment opportunities in the sole discretion of Advisers. The Advisers’ policies and procedures permit it to take into consideration a variety of factors in making determinations with respect to allocating co-investment opportunities. These factors include, without limitation, (i) expressed interest in co-investment opportunities by the prospective co-investor, (ii) confidentiality concerns that may arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity, (iii) past experiences with the potential co-investor, including the potential co-investor’s willingness and ability to respond promptly and/or affirmatively to prior co-investment opportunities, (iv) the size, sophistication and financial resources of the potential co-investor and its ability to efficiently and expeditiously participate in the investment opportunity, (v) whether the profile and characteristics of the potential co-investor may have an impact on the viability or terms of the investment opportunity and the ability of a Fund to take advantage of such investment opportunity, (vi) potential strategic benefits to the portfolio company if a potential co-investor participates (e.g., by virtue of such co-investors experience, expertise, knowledge, relationships or other criteria deemed relevant by the Advisers) and (vii) any other reason for including a potential co-investor as determined in the sole discretion of the Advisers. Although a prospective co-investor’s willingness to invest in future Funds may be considered by ABRY or its affiliates, it generally will not be the sole determining factor considered by ABRY in identifying co-investors. The Advisers’ allocation of co-investment opportunities among investors may not, and often will not, result in proportional allocations among investors that have expressed interest in co-investment opportunities, and it is possible that certain investors may receive multiple opportunities to co- invest while others expressing interest in co-investments may receive none. please register to get more info

The Advisers focus on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, the Advisers may also distribute securities to investors in the Funds or sell such securities, including through using a broker-dealer, if a public trading market exists. Although the Advisers do not intend to regularly engage in public securities transactions, to the extent they do so, they would expect to follow the brokerage practices described below. If an Adviser sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by the Adviser. In such event, the Adviser will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, the Adviser may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. The Advisers have no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware eligible brokers’ transaction fees and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although the Advisers generally seek competitive commission rates, the Advisers may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Advisers seeking to obtain best execution, brokerage commissions on client transactions may be directed to brokers in recognition of research furnished by them, although the Management Company generally does not make use of such services at the current time and has not made use of such services since its inception. As a general matter, any such research may be shared between the Advisers and their affiliates and may be used to service one or more of the Private Investment Funds regardless of which Private Investment Fund paid the brokerage commission being applied toward payment for such research services. There is no agreement or formula for the allocation of brokerage business on the basis of research services. The Advisers do not anticipate engaging in significant public securities transactions; however, to the extent that the Advisers engage in any such transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Private Investment Funds are completed independently, the Advisers may also purchase or sell the same securities or instruments for several Private Investment Funds simultaneously. From time to time, the Advisers may, but are not obligated to, purchase or sell securities for several Private Investment Funds at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Private Investment Fund is favored over any other Private Investment Fund. please register to get more info

The investments made by the Private Investment Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Advisers closely monitor companies in which the Private Investment Funds invest. The Principals bear and each Fund’s Investment Committee (or equivalent body) bears the primary responsibility for confirming that each Adviser manages a private fund in accordance with the private fund’s investment objectives and guidelines. ABRY’s Chief Compliance Officer periodically will check to confirm that each private fund is being managed in accordance with its stated objectives. Each Fund generally provides to its limited partners: (i) annual GAAP audited and quarterly unaudited financial statements and (ii) annual tax information for each limited partner’s tax return. In addition to the information typically provided to all limited partners, the Advisers may in certain circumstances (e.g., in connection with a co-investment opportunity) provide certain investors with additional information with respect to a Fund or a portfolio company or more frequent reports that other investors will not necessarily receive. For example, due to the fact that potential investors in a Fund may ask different questions and request different information, the Advisers may provide certain information to one or more prospective investors that the Advisers do not provide to all prospective investors. please register to get more info

The Advisers and their affiliates may enter into placement agreements or solicitation arrangements pursuant to which the Advisers compensate third parties for referrals that result in a potential investor becoming an investor in a Private Investment Fund. When the Advisers enter into such agreements or arrangements, they generally expect that any fees payable to any such placement agents would generally be borne by the Advisers directly or indirectly through an offset against the applicable Private Investment Fund’s Management Fee. The Management Company and/or its affiliates may provide certain business or consulting services to a Fund’s portfolio companies and may receive compensation from these companies in connection with such services. As described in the applicable Partnership Agreement, a portion of this compensation may, in many cases, offset a portion of the Management Fees paid by such Fund. please register to get more info

The Advisers maintain custody of each Fund’s assets held in each Fund’s name with Citi Private Bank (Citibank, N.A.), a qualified custodian. The Funds are generally subject to a yearend audit by a major accounting firm that is a member of, and examined by, the Public Company Accounting Oversight Board. Each Fund’s audited financial statements are provided to the investors in the Fund within 120 days of the Fund’s fiscal year end. please register to get more info

Pursuant to the terms of the applicable Partnership Agreement, Management Agreement and powers of attorney executed by the limited partners of a Fund, the Management Company has discretion to manage investments on behalf of the Funds, subject to the oversight of the relevant General Partner. As a general policy, the Advisers do not allow clients to place limitations on this discretionary authority. Pursuant to the terms of the Partnership Agreements, however, the General Partners may enter into “side letter” arrangements with certain investors whereby the terms applicable to such investor’s Fund investment 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. please register to get more info

The Advisers have adopted the ABRY Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for each Fund’s (and any Private Investment Fund’s) portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies (or similar instruments) in the best interest of the Funds, including where there may be material conflicts of interest in voting proxies. The Advisers generally believe their interests are aligned with those of the Funds’ investors through the Principals’ beneficial ownership interests in the Funds and therefore generally do not expect to seek investor approval or direction when voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that the Advisers may address the conflict using several alternatives, including by seeking the approval or concurrence of the Fund’s advisory board on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. The Advisers do not consider service on portfolio company boards by ABRY personnel or the Advisers’ receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Advisers when voting proxies on behalf of the Funds. Current and prospective investors who would like a copy of the Advisers’ complete Proxy Policy or information regarding how the Advisers voted proxies for particular portfolio companies should contact ABRY’s Chief Compliance Officer at (617) 859-2959, and such information will be provided at no charge. please register to get more info

The Advisers do not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. please register to get more info