ABRY PARTNERS II, 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 commenced operations in 2011. The following investment advisers serve as general partners to the Funds (defined below) and are subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance: ABRY Investment AI GP, LLC; ABRY Investment II GP, LLC; 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 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 Senior Equity Investors VI, L.P.; ABRY Acquisition Manager, LLC; ABRY Senior Equity Co-Investment GP V, LLC; ABRY Senior Equity Co-Investment GP VI, LLC; ABRY Heritage Capital Partners II, L.P.; ABRY Heritage Partners Co-Investment GP II, LLC; and ASE Silk Aggregator GP, LLC (each, a “General Partner,” collectively, the “General Partners,” and together with the Management Company, the “Advisers”). This Brochure describes the business practices of the Advisers, which operate as a single advisory business. The following investment advisers are affiliated with the Advisers: ABRY Partners, LLC; ABRY ASF Investors II, L.P.; and ABRY Investment GP, LLC; (each, an “ABRY I Adviser”); ABRY Partners III, LLC; ABRY Liquid Credit CLO Management, LP and ABRY ASF Investors III CV, L.P. (each, an “ABRY III Adviser”). ABRY Partners, LLC and ABRY Partners III, LLC is each separately registered under the Advisers Act and each of the other ABRY I Advisers and ABRY III Advisers is subject to the Advisers Act pursuant to ABRY Partners, LLC’s and ABRY Partners III, LLC’s registrations, respectively, in accordance with SEC guidance. The Management Company has an arrangement with ABRY Partners, LLC and ABRY Partners III, LLC in which ABRY Partners III, LLC provides employees and back-office services to ABRY Partners, LLC and the Management Company. The Advisers’ clients include the private investment funds listed below (each, a “Fund,” and collectively, with any other current or future private investment funds to which the Management Company and/or its affiliates provide investment advisory services, including CoInvestment Funds (as defined below), Single Investment Funds (as defined below) and alternative investment vehicles, the “Private Investment Funds”). Equity Funds • • •

ABRY Partners VII, L.P. (“ABRY Partners VII”) ABRY Partners VIII, L.P. ( “ABRY Partners VIII”) ABRY Partners IX, L.P. (“ABRY Partners IX,” and together with ABRY Partners VII, ABRY Partners VIII and any future funds with a similar investment strategy, “Equity Funds”)

Senior Equity Funds • • •

ABRY Senior Equity IV, L.P. (“ABRY Senior Equity IV”) ABRY Senior Equity V, L.P. (“ABRY Senior Equity V”) ABRY Senior Equity VI, L.P. (“ABRY Senior Equity VI,” and together with ABRY Senior Equity IV, ABRY Senior Equity V and any future funds with a similar investment strategy, “Senior Equity Funds”)

Senior Debt Funds • •

ABRY Advanced Securities Fund III, L.P. (“ABRY ASF Fund III”) ABRY Advanced Securities Fund IV, L.P. (“ABRY ASF Fund IV,” and together with ABRY ASF Fund III and any future funds with a similar investment strategy, “Senior Debt Funds”)

Co-Investment Funds • • • • • • • • • •

ABRY Investment Partnership AI, L.P. (“AIP AI”) ABRY Investment Partnership II, L.P. (“AIP II”) ABRY Partners VII Co-Investment Fund, L.P. (“ABRY VII Co-Investment Fund”) ABRY Partners VIII Co-Investment Fund, L.P. (“ABRY VIII Co-Investment Fund”) ABRY Partners IX Co-Investment Fund, L.P. (“ABRY IX Co-Investment Fund”) ABRY Heritage Partners Co-Investment Fund, L.P. (“ABRY Heritage Partners Co-Investment Fund”) ABRY Heritage Partners Co-Investment Fund II, L.P. (together with ABRY Heritage Partners Co-Investment Fund, “ABRY Heritage Co-Investment Fund”) ABRY Senior Equity Co-Investment Fund IV, L.P. (“ABRY Senior Equity CoInvestment Fund IV”) ABRY Senior Equity Co-Investment Fund V, L.P. (“ABRY Senior Equity CoInvestment Fund V,”) ABRY Senior Equity Co-Investment Fund VI, L.P. (“ABRY Senior Equity CoInvestment Fund VI,” and together with AIP AI, AIP II, ABRY VII CoInvestment Fund, ABRY VIII Co-Investment Fund, ABRY IX Co-Investment Fund, ABRY Heritage Co-Investment Fund, ABRY Senior Equity Co-Investment Fund IV, ABRY Senior Equity Co-Investment Fund V and any future coinvestment funds, “Co-Investment Funds”)

Single Investment Funds •

Alliant Investor A, LLC (“Alliant Investor A”), Alliant Investor B, LLC (“Alliant Investor B”), Minotaur Aggregator, LLC (“Minotaur”), Atlas Investment Aggregator, LLC (“Atlas”), ASE Royal Aggregator, LLC (“Royal Aggregator”), Transit Blocker, LLC (“Transit Blocker”), Secret Aggregator 1 Limited (“Secret Aggregator 1”), ABRY Secret Co-Invest, L.P. (“Secret Co-Invest”), ASE Silk

Aggregator, L.P. (“Silk Aggregator”, and, together with Alliant Investor A, Alliant Investor B, Minotaur, Atlas, Royal Aggregator, Transit Blocker, Aggregator 1, Secret Co-Invest and any future funds with a similar investment strategy, “Single Investment Funds”). The Managing Member of (i) each of Alliant Investors A and Alliant Investor B is ABRY Senior Equity V, (ii) each of Minotaur, Atlas, and Transit Blocker (and in the case of Secret Aggregator 1, the controlling member) is ABRY Partners IX, and (iii) Royal Aggregator is ABRY Senior Equity VI. The General Partner of (i) Secret Co-Invest is ABRY IX Capital Partners, L.P. and (ii) Silk Aggregator is ASE Silk Aggregator GP, LLC. Heritage Funds • •

ABRY Heritage Partners, L.P. (“ABRY Heritage”) ABRY Heritage Partners II, L.P. (“ABRY Heritage II”, and together with ABRY Heritage and any future funds with a similar investment strategy, “Heritage Funds”)

Feeder Funds •

ABRY Acquisition Fund, LLC (the “Feeder Fund”)

Pursuant to each Fund’s agreement of limited partnership or, in the case of the Single Investment Funds and the Feeder Fund, the limited liability company agreement (each, a “Partnership Agreement”), the applicable General Partner or, in the case of a Single Investment Fund and the Feeder Fund, the Managing Member, which for ease of reference shall be included in the term “General Partner” hereunder, unless otherwise specified, has the authority to manage the business and affairs of the Funds. Each General Partner 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”). Interests in the Private Investment Funds are privately offered to qualified investors in the United States and elsewhere. The investment advisory services provided to the Private Investment 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, the Heritage 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. Additionally, certain of the Senior Debt Funds are expected to invest in the securities of structured vehicles that purchase collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”) and other structured investment vehicles for which ABRY Partners III, LLC or an affiliated entity serves as collateral manager, administrative manager, administrative agent, servicer or in other capacities. 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 Single Investment Funds are formed for the purpose of making a single portfolio investment, are controlled by the relevant Fund making such investment, and function as a device to pool the investment of the relevant Fund(s) along with the investment capital of unaffiliated third-party investors. The Feeder Fund is formed for the purpose of making investments in one or more Equity Funds, Senior Debt Funds and/or single portfolio investments. The Advisers’ advisory services to the Private Investment 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 Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in Private Investment Funds (generally referred to herein as “investors” or “limited partners”) participate in such Private Investment Fund’s overall investment program, but in certain circumstances are permitted to be excused from a particular investment due to legal, regulatory or other applicable constraints; such arrangements generally do not and will not create an adviser-client relationship between the Advisers and any investor. Each Fund or its General Partner typically enters 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 and unaffiliated co-investors alongside the primary Funds, including 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 Private Investment Funds, including certain current or prospective investors, investors in ABRY Partners, LLC or ABRY Partners III, LLC advised funds, other sponsors, market participants, finders, Senior Advisors (as defined below) and other service providers (including suppliers, vendors, consultants, lenders, law firms (including Private Investment Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), portfolio company management or personnel or ABRY personnel and/or its affiliates. The Advisers are also permitted to 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 are permitted to facilitate co-investments directly into a portfolio company. The Single Investment Funds were formed for this purpose and operate in a manner similar to the Co-Investment Funds. Co-Investment Funds typically invest and dispose of

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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 the provision of advisory services provided to certain Private Investment Funds. For each Private Investment Fund, the carried interest distributed to a General Partner is generally subject to a potential giveback, as set forth in the Fund Documents, if the applicable General Partner has received excess cumulative distributions. The Co-Investment Funds generally do not pay a Management Fee or carried interest. The Single Investment Funds may charge a fee, carried interest, or other economic consideration, such as a “preferential distribution right.” The Management Company or other ABRY entities or affiliates have received, and are permitted to receive, additional compensation in connection with management and other services performed for portfolio companies (e.g., Supplemental Fees, as defined below) 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 to the extent

provided by 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 the cost basis of all securities of portfolio investments then held by the Fund that have not been sold, distributed to partners, completely written off for U.S. federal income tax purposed or otherwise disposed of. 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%. Abry Partners VII 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 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 the aggregate cost basis of securities of portfolio investments then held by the Fund that have not been sold, distributed to partners, completely written off for U.S. federal income tax purposes or otherwise disposed of. Abry Senior Equity IV 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 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 that have not been sold, completely written off for U.S. federal income tax purposes or otherwise disposed of. Abry ASF Fund III is not currently paying a Management Fee. Heritage Funds During a Heritage Fund’s active investment period, a Heritage Fund generally pays a Management Fee equal to 2.0% on an annual basis of Commitments. After the active investment period expires (or upon the occurrence of certain other events set forth in such Fund’s Partnership Agreement), a Heritage Fund’s Management Fee is typically reduced to an amount equal to 2.0%

of the aggregate cost basis of securities of portfolio companies then held by the Fund that have not been sold, distributed to partners, completely written off for U.S. federal income tax purposes or otherwise disposed of. In the event the Advisers raise a successor Private Investment Fund to such Heritage 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%. Other General Management Fee Information Management Fees generally are calculated and 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, other than with respect to ABRY Senior Equity IV, ABRY Senior Equity V and ABRY Senior Equity VI, wherein the interest factor is retroactive to the effective date of such Fund. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. Under the Fund Documents, the Management Fee will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the Fund Documents, and discussed above, Management Fees will initially generally be charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments. However, after a certain date specified in the Fund Documents, a Fund’s Management Fee generally will be charged and calculated based on a formula tied to the amount of contributed capital or the cost basis of investments made by the relevant Fund (including, where applicable, a Fund borrowing component (including interest expenses) and the amount of any capitalized Supplemental Fees (as defined below) or expenses, including costs of Senior Advisors) relating to investments that have not been sold, distributed, permanently written down or written off for U.S. federal income tax purposes. Due to differences in the criteria set forth in their respective Fund Documents, in the event where more than one Private Investment Fund participates in an investment, there is the possibility that an investment will be deemed to have been disposed of or permanently declined in value for purposes of one Private Investment Fund’s Fund Documents but not those of one or more other Private Investment Funds. As a result, and as is generally the case for private equity funds, except where the Fund Documents expressly provide to the contrary, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of the Fund, including where the fair market value of an investment exceeds or falls below the total amount of contributed capital or the cost basis relating to such investment. Therefore, the Management Fees generally will not be reduced (in whole or in part) in connection with any partial sale or disposition, distributions, partial realizations, reorganizations, recapitalizations, write downs, restructurings, roll-over investments, extraordinary dividends made with respect to, or similar transaction related to, an investment or in circumstances where one or more other Private Investment Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein (even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such partial distribution, partial realization, reorganization, recapitalization, write-down, restructuring, roll-over investment, extraordinary

dividend or similar transaction), and in such cases, limited partners will continue paying Management Fees based on committed capital or contributed capital or the cost basis of investments, as applicable, regardless of any such transaction. The lack of a requirement to reduce the Management Fee (in whole or in part) in connection with any partial sale or disposition, distribution (e.g., those resulting from a dividend recapitalization), partial realization, reorganization, write-down, restructuring, roll-over investment, extraordinary dividend made with respect to, or similar transaction related to, an investment presents certain conflicts between the interests of the Advisers and the interests of limited partners, including by incentivizing the Advisers to pursue such transactions that would result in the continued payment of Management Fees. In certain circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and expenses paid to Service Providers, Senior Advisors, ABRY or its affiliates. Further, to the extent Management Fees are paid in advance, Management Fees generally will not be reimbursed or refunded under the Fund Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Fund Documents set forth the full list of terms under which a Fund’s Management Fee will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee in the Fund Documents until they are reduced in the circumstances and on the date(s) specified therein. To the extent specified in the Fund Documents, the Advisers or their affiliates will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of: director’s, consulting, monitoring, investment banking, transaction, closing or break-up fees or other remuneration (including, without limitation, proceeds from the disposition of any stock option or other equity compensation received in connection with service as a director, consultant or investment banker) paid to an Adviser, an entity owned and controlled by one or more of the partners of an Adviser (an “Abry Service Provider”), or any affiliate, partner, officer or member of the staff of an Adviser or of any Abry Service Provider for services rendered to or with respect to (i) a portfolio company, (ii) a prospective portfolio company, in the case of breakup fees or (iii) a former portfolio company, in the case of fees agreed to at the time of, but payable subsequent to, the sale of a portfolio company (but excluding certain reimbursements and payments set forth in the Fund Documents). The Fund Documents generally will provide that Supplemental Fees received by the Advisers and attributable to the Fund’s investment in a portfolio company will be credited against Management Fees otherwise owed to the applicable Adviser in a specified percentage (e.g., 100%). The remaining amount of such Supplemental Fees will be retained by the applicable Adviser. 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 Supplemental Fees, placement fees and other similar fees paid to the Advisers and certain of their affiliates (but not by amounts paid to consultants or Senior Advisors (as defined below) retained by or providing services to portfolio companies, certain reimbursements and other payments set forth in the Fund Documents). 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

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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. The Management Company invests the Private Investment Funds primarily in the media, communication, information and business services industries and related businesses (collectively, the “Sector”), including the following sub-sectors. Advertising Services

Financial Information

Business Services

Government Information

Marketing Services

Business-to-Business Info.

Healthcare Information

Radio/TV Broadcasting

Business-to-Consumer Info.

Healthcare Services

Satellite Communications

Cable/Broadband Services

Human Capital Management Security Alarm Monitoring Info.

Data Centers/Managed IT

IT Security/Internet Services Software

Digital Distribution

Services Logistics/Transportation Info.

Media/Content Information Services

Energy & Utility Information

Insurance Information

Entertainment/Movie Exhibition IoT/M2M Communications

Telecom/Mobile Training 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 generally 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 longterm 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 have the ability, but not the obligation, to 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 Equity Funds’ investments. The Equity Funds generally invest in portfolio companies with a three-to-seven year investment horizon and individual investments at sizes of more than $50 million to $200 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 $120 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 issued by companies in the Sector (although certain other investments are permitted under the applicable Fund Documents). 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. Heritage Funds The Heritage Funds primarily pursue buyouts and growth equity investments in the Sector that are neither appropriate investments for ABRY’s Equity Funds due to initial equity commitment size nor ABRY’s Senior Equity Funds due to investment strategy or structure. The Heritage Funds invest in a diversified portfolio of companies identified and evaluated by investment professionals at ABRY and generally take controlling positions in order to exert what they view as the requisite level of influence over such portfolio companies. While investment

strategy and investment objective of certain Private Investment Funds is broadly similar to the investment strategy and investment objective of the Heritage Funds, the Heritage Funds focus on smaller investments (i.e., up to $60 million in initial equity commitments) in portfolio companies in the Sector, compared with certain other Private Investment Funds which generally focus on investments with initial equity commitments in portfolio companies in the Sector in excess of such amounts in initial equity commitments (although the Heritage Funds may acquire portfolio companies, each of which is less than the applicable initial equity commitment maximum but when combined equals more than such maximum). The Heritage Funds will typically hold an investment over a three- to seven-year period in order to provide time to implement the Fund’s investment strategy. 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. For purposes of the following risk factors, “Fund” refers to “Private Investment Fund” and “General Partner” refers to any general partner or managing member of a Private Investment 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, that the value of the investments will not decline or that there will be any return of capital. In addition, a Fund’s investments may differ from previous investments made by the Principals in a number of respects, including level of risk associated with a particular investment, amount invested in a particular company, amount of leverage used, structure and holding period. 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 availability of 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 likely will incur significant expenses identifying, investigating and attempting to make potential investments that may ultimately not be 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. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, limited partners are required to pay annual management fees during its active investment period based on the entire amount of their Commitments. Impact of Government Regulation, Reimbursement and Reform. Certain 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 each Fund intends 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 may invest. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of the Advisers and the Funds. Such current and future rulemaking is expected to impact the Advisers and their affiliates, the Funds and/or their investments, and, the Funds have the potential to bear significant increased costs as a result of such rules. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, 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 likely will 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

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The Management Company provides investment advice to Private Investment Funds, which generally include investment partnerships or other investment entities formed under U.S. 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”). References throughout this Brochure to “clients” and the Advisers’ related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The investors participating in Private Investment Funds generally 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 often 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), as well as executives of portfolio companies. The relevant General Partner also generally is permitted to establish alternative investment vehicles in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for legal, 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 and Fund Documents of such vehicles and the related Private Investment Fund. Other than the Co-Investment Funds, the Single Investment Funds and the Feeder Fund, 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 Private Investment Funds must meet certain suitability and net worth qualifications prior to making an investment in the Private Investment 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 generally are permitted to waive such minimum investment amounts and qualification requirements.

As described under Item 5 “Fees and Compensation,” the General Partner generally receives a carried interest allocation on realized profits in the Fund. To the extent ABRY has Private Investment Funds with varying carried interest terms (including amount, timing, waterfall conditions or other terms) and/or ABRY personnel are assigned varying percentages of carried interest from the Private Investment Funds, ABRY and such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Private Investment Funds from which they are entitled to receive a higher carried interest percentage. Except for certain Co-Investment Funds, which are designed to invest alongside the Funds, the Single Investment Funds, which hold investment interests beneath the Funds and the Feeder Fund, subject to any limitations in the applicable Fund Documents, the Advisers currently advise only Funds that are charged a performance-based fee. Because the Co17

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 Private Investment Fund.

The Management Company is affiliated with the following entities, including General Partners and equivalent entities formed and subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance: ABRY Investment AI GP, LLC; ABRY Investment II GP, LLC; 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 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 Senior Equity Investors VI, L.P.; ABRY Acquisition Manager, LLC; ABRY Senior Equity CoInvestment GP V, LLC; ABRY Senior Equity Co-Investment GP VI, LLC; ABRY Heritage Capital Partners II, L.P.; ABRY Heritage Partners Co-Investment GP II, LLC; and ASE Silk Aggregator GP, LLC. The Management Company is also affiliated with ABRY Partners, LLC and ABRY Partners III, LLC and the following ABRY I Advisers and ABRY III Advisers registered with the SEC under the Advisers Act pursuant to ABRY Partners, LLC’s and ABRY Partners III LLC’s registration in accordance with SEC guidance: ABRY ASF Investors II, L.P.; ABRY Investment GP, LLC; ABRY Liquid Credit CLO Management, LP, a relying adviser of ABRY Partners III; and ABRY ASF Investors III CV, L.P. The Management Company has an arrangement with ABRY Partners III, LLC whereby ABRY Partners III, LLC provides employees and back offices services to the Management Company. The Management Company also shares office space with ABRY Partners, LLC and ABRY Partners III, LLC. The Management Company reimburses ABRY Partners III, LLC for the services it provides. Additional information regarding ABRY Partners, LLC and ABRY Partners III, LLC may be found in their respective Form ADVs. 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 non72

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 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. However, ABRY reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with ABRY on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Private Investment Funds or the expenses borne thereby. The Advisers and their affiliated persons may come into possession of material nonpublic or other confidential information about public or private 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 generally are expected to 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 ABRY’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 co-investment 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, including in lieu of, investors in the Private Investment Funds (e.g., Senior Advisors, Service Providers and/or third parties) will be offered co-investment opportunities in the sole discretion of Advisers. In certain cases, determinations to allocate such amounts are investment opportunities to Service Providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of coinvestment opportunities available. 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, some of which are applicable in determining whether an investor is a strategic investor. These factors include, without limitation, (i) expressed interest in co-investment opportunities by the prospective co-investor, (ii) confidentiality or publicity concerns, including those that have the potential to 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) tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer status), (vii) potential strategic benefits to ABRY and/or 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), (viii) whether a co-investor is willing to pay ABRY or any of its affiliates a management fee, carried interest and/or other economics, (ix) the size and/or timing of a commitment to a Fund, (x) the size of the investment allocation and the practicality of dividing it up among multiple co-investors and (xi) 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. Additionally, the Advisers reserve the right to permit Senior Advisors, Service Providers or other certain third-party investors (including anchor or early-committing investors or investors making large commitments) to co-invest alongside the Funds. Furthermore, the Advisers or their related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor.

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 as most co-investments typically will have strategic investors, and it is possible that certain investors may receive multiple opportunities to coinvest while others expressing interest in co-investments may receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and the Advisers expect to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Fund Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Fund’s Fund Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to coinvestors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any breakup, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fairmarket value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment.

The Advisers focus on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, the Advisers reserve the right to distribute securities to investors in the Private Investment Funds or sell such securities, including through using a brokerdealer, 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 transacts in publicly traded securities for a Private Investment 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 of 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 the 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. The Advisers are permitted, 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.

The Advisers and their affiliates reserve the right to enter into placement agreements or solicitation arrangements pursuant to which the Advisers compensate third parties for referrals that result in a potential investor becoming a limited partner 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 practice of bearing such fees over time through offset provides a benefit to the Advisers in that it generally results in prompt payment to the relevant placement agent without requiring the Advisers immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees. The Management Company and/or its affiliates intend to provide certain business or consulting services to a Private Investment Fund’s portfolio companies and expect to 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 Private Investment Fund.

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.

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 general Fund reporting, 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 Private Investment 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.

The Advisers are deemed to have “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of the Funds’ assets and securities because the General Partners serve as general partners of the Funds, subject to certain exceptions set forth in the Custody Rule and related guidance. As required under the Advisers Act, the Advisers maintain custody of such 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.

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 limited partners whereby the terms applicable to such limited partner’s Private Investment 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. Investment advice is provided directly to each Private Investment Fund and not individually to the limited partners of any Private Investment Fund.

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 Private Investment 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 Private Investment Funds’ investors through the Principals’ beneficial ownership interests in the Private Investment 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 applicable 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 Private Investment 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.

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.