Abry Partners II, LLC: investment adviser

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

their investments in the applicable portfolio company at the same time and on the same terms as the Private Investment Fund making the investment. While the Advisers and any of their affiliates may charge carried interest, management and other fees to any co-investors, the Advisers and their affiliates are permitted to elect not to charge a management fee to or receive carried interest from such Co-Investment Funds, and, therefore, 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 Private Investment Funds have invested. The Advisers generally form special purpose vehicles to facilitate portfolio investments by Private Investment Funds for legal, tax, accounting, regulatory, ERISA, economic or other similar purposes. The Adviser that acts as the investment manager to a particular special purpose vehicle is determined on the basis of the Private Investment 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. Under the relevant Fund Documents, the Advisers also have the authority to form alternative investment vehicles to invest in lieu of the applicable Private Investment Fund (each, an “alternative investment vehicle”), to the extent appropriate to address tax, regulatory or economic matters, and the limited partners of the relevant Private Investment Fund may be admitted as limited partners of such alternative investment vehicles, which generally contain legal and economic provisions that are similar or equivalent to those of the relevant Fund Documents. Certain of the Advisers currently serve and will serve as investment managers to such vehicles, if and when formed. Finally, in connection with certain investments, the Advisers are permitted to employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange rates. As of December 31, 2025, the Management Company had approximately $14,903,579,747 in client assets under management. The Management Company is principally owned by Jay M. Grossman and Peggy J. Koenig. C.J. Brucato, III is CEO of the Management Company, Jay M. Grossman is Chair of the Management Company and Peggy J. Koenig is Chair Emeritus.

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

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. Generally, unless otherwise specified in the Fund Documents, if a credit remains upon liquidation, a payment will be made crediting limited partners unless a limited partner has elected to waive such amount (e.g., where an adverse tax consequence potentially will result). As a matter of practice, the Management Company in certain cases is paid Supplemental Fees from, on behalf of or with respect to coinvestors and other owners of an investment, and reserves the right to receive fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees with respect to such co-investors will not reduce the Management Fee payable by any Private Investment Fund(s) that also have invested in such investment, and, as a result, a Private Investment Fund is expected to, in most cases, benefit only with respect to its allocable portion on a “fully diluted” basis of any such fee. As a result, a Private Investment Fund will not benefit from (and the Advisers and their affiliates are expected to retain) the portion of any fee related to: (i) General Partner, affiliated partner or similar fee-free investor commitments; (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by the Advisers, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. The Advisers’ ability to retain such amounts provides them with an incentive to increase the portion of each relevant investment held by such persons. Supplemental Fee offsets generally are performed on a net basis, after giving effect to certain taxes and other expenses in connection with the receipt of such fees or the provision of related services. Unless otherwise agreed with investors, Supplemental Fees generally will be payable during term extensions even if Management Fees are reduced or eliminated during the extended term, thus reducing the amounts of Management Fees actually offset. Supplemental Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors will generally not receive the benefit of Supplemental Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former ABRY employee becomes a Senior Advisor or other consultant to, or employed by, a portfolio company, no compensation earned by such former employee will offset the Management Fee, whether or not such former employee has a remaining interest in the relevant Private Investment Fund’s General Partner or affiliated entity or receives any carried interest or other interest in the relevant General Partner or affiliated entity in the future. Conversely, in the event that the Management Company employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Management Company, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain circumstances, the Management Company expects that co-investors, lenders, consultants or other parties will negotiate the right to share a portion of such fees from a particular investment, and the above described offset percentage will be applied after excluding any amounts paid to such persons. For the avoidance of doubt, the Management Company will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies.

Each of the foregoing conditions described in the Fund Documents is expected to reduce the amount of fees otherwise available to be offset against Management Fees, resulting in a potential material benefit to the Management Company over the life of the relevant Private Investment Fund, and the existence of such potential benefit creates an incentive for the Management Company to seek to increase such amounts. Private Investment 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 are often substantial. The Advisers generally have discretion over whether to charge Supplemental Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Supplemental Fees generally will give rise to potential conflicts of interest between the Private Investment Fund, on the one hand, and the Advisers, on the other hand. 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 Private Investment Fund. The limited partners would, in such circumstances, be required to make a pro rata contribution according to their respective Commitments to fund any contribution that would otherwise be required of the applicable General Partner up to the aggregate amount of any such waiver as described above, which contribution is then invested for the benefit of such General Partner and, as a result, the exercise of such waiver may, with respect to certain Funds, result in an acceleration of investor capital contributions. Waived or reduced Management Fees are not subject to the Management Fee offsets described above, and the amount of such waived or reduced Management Fees has the potential to be significant. The Single Investment Funds formed to date do not charge a Management Fee, but certain economic benefits, such as priority distributions, may be made for the benefit of the Fund controlling such vehicle (rather than paid to any of the Advisers). The Feeder Fund does not charge a Management Fee. Senior Advisors Certain of the Advisers have engaged, and expect in the future to engage, certain senior advisors, professionals, groups of professionals, consultants, “operating partners,” “executives in residence” and/or similar persons including through one or more “captive” entities owned and/or

controlled by ABRY or one or more of its affiliates (individually or collectively, “Senior Advisors”) in order to provide the Advisers, as well as the Fund and portfolio companies, with access to experienced professionals with expertise in specific areas, including operational matters. Senior Advisors are permitted to provide any such services to a Fund, one or more of a Fund’s portfolio companies and the Advisers and/or their respective affiliates and to the extent such services are provided to a Fund or portfolio companies a Fund and/or any such portfolio company will bear the cost of any such services (and any such expenses) provided (any such expenses paid by the Fund, the “Senior Advisors Expenses”). Senior Advisors are expected to be compensated by and receive fees, salaries, retainers, bonuses, transaction fees, benefits, a profits, participation or equity interest, incentive equity or other stock awards from the portfolio companies, profits or equity interests in one or more Private Investment Funds or their respective General Partners, carried interest, remuneration from the Advisers and/or their Private Investment Funds or affiliates or other compensation for their services to such portfolio companies, a Fund or the Advisers (and reimbursed by such portfolio companies, a Fund or the Advisers for certain out-of-pocket expenses incurred in connection with the provision of such services). To the extent such services are provided to the Advisers, the applicable Advisers will bear the cost of any such services (and any such expenses) provided. The amount and structure of any such compensation may vary over time and may include profits or equity interest in a portfolio company or other incentive-based compensation, and may be based on an hourly rate, a flat fee or any combination of any of the foregoing or other methodologies. Compensation in the form of profits or equity interests in a portfolio company or intermediate holding company generally has a dilutive impact on the relevant Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation, and the relevant Fund typically will bear, indirectly or directly, the costs of all Senior Advisors’ compensation as well as fees, costs and expenses of structuring Senior Advisor arrangements. Any such fees or other amounts paid to Senior Advisors will not result in offsets to or reductions of the Management Fee. Senior Advisors also generally will be reimbursed for certain travel and other costs in connection with their services. The use of such Senior Advisors subjects the General Partners to potential conflicts of interest, as discussed under “Conflicts of Interest” under Item 8 below. 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 a 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 a General Partner is entitled is: 20% in the case of the Senior Equity Funds and Senior Debt Funds; and 30% in the case of the Equity Funds and the Heritage Funds. The carried interest distributed to each General Partner is generally subject to a potential giveback, as set forth in the Fund Documents, if such General Partner has received excess cumulative distributions from such Fund. The Single Investment Funds formed to date do not pay a carried interest to the relevant managing member. Similarly, the Feeder Fund does not pay a carried interest to its managing member.

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 generally 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 are permitted to exempt the Advisers and their affiliates, and any other person designated by the Advisers, such as “friends and family” of the Advisers or their personnel, Service Providers or other investors as determined by the relevant General Partner based on commitment size or other strategic or relationship factors, 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 fees, costs, expenses, liabilities and obligations in connection with the Fund’s (and its subsidiaries’ and intermediate entities’) activities, investments and business, to the extent not borne or reimbursed by a portfolio company or applied to reduce Management Fees, generally including: fees, costs and expenses incurred in connection with any tax audit, inquiry, investigation, settlement or review of a Fund and any costs of or related to the “partnership representative” or “designated individual” of a Fund, commissions or brokerage fees or similar charges incurred in connection with the purchase, holding and sale of securities (including any merger fees payable to third parties); fees, costs, expenses, liabilities and obligations relating to or attributable to indebtedness of, or guarantees made by, a Fund, the applicable General Partner 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 a Fund, the applicable General Partner or the Management Company on behalf of a Fund; indemnification (including legal and any other costs incurred in connection with indemnifying any partner or other person pursuant to the applicable Fund Documents or otherwise and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the applicable Fund Documents) and related expenses; fees, costs and expenses of actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith, except to the extent such expenses or amounts have been determined to be excluded from the indemnification provided for pursuant to the relevant Partnership Agreement; fees, costs and expenses of any litigation or governmental inquiry, investigation or proceeding, including any costs of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith, except to the extent such expenses or amounts have been determined to be excluded from the indemnification provided for in the applicable Fund Documents; fees, costs and expenses attributable to legal,

consulting, custodial, administration, anti-money laundering and “know your client” matters, brokerage, appraisal, third party valuation, technology, filing, printing, communications, mailing, courier, marketing, publicity, title, transfer, registration, auditing, accounting and other professional services (including investment tracking services) provided to a Fund (including fees, costs and expenses associated with the preparation or distribution of a Fund’s and the applicable General Partner’s financial statements, tax returns, tax estimates, Schedule K-1s or similar forms or other communications with partners, any other administrative, compliance, regulatory or other reporting or filing (including Form PF and Bureau of Economic Analysis Reports)); fees, costs and expenses incurred in connection with compliance by a Fund and the applicable General Partner with any tax or financial account reporting regime, including FATCA, the OECD Standard for Automatic Exchange of Financial Account Information - Common Reporting Standard and any similar laws, rules and regulations, including any costs of any third-party service providers and professionals related to the foregoing; expenses of a Fund’s advisory board; reasonable premiums for liability insurance to protect a Fund, the applicable General Partner, the partners of the applicable General Partner, the officers, directors or employees of any Service Provider and the members of such Fund’s advisory board in connection with the activities of such Fund (including directors and officers liability, fidelity bond, cybersecurity, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance (including costs related to any retention or deductibles and broker costs and commissions) and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance); expenses incurred in connection with annual or other meetings of the partners or such Fund’s advisory board and any other conference, meeting or webcast or other video conference with one or more of the partners or such advisory board (in each case, including any costs associated with venue, set-up, room and board, dining, entertainment, gifts and mementos, honorarium, events or speakers and other meeting or conference-related costs); fees, costs and expenses incurred in connection with the preparation and issuance of any press release; fees and expense reimbursements payable to an escrow agent; all out-of-pocket fees, costs and expenses, if any, incurred in connection with a Fund’s legal and regulatory compliance including compliance with the applicable Fund Documents and/or any side letter agreement or similar agreement (including any “most favored nation” provisions) and with U.S. federal, state, local, non-U.S. or other law or regulation; expenses incurred in connection with protecting the confidential or non-public nature of any information or data, including confidential information (including responding to any “freedom of information act” and similar requests and costs incurred in connection with the EU and UK Data Protection Law); fees and expenses for banking, depositary, safekeeping, custodial, trustee, record keeping and other bank or similar services; all other expenses incurred with respect to proposed or consummated portfolio investments, including pursuing, structuring, organizing, acquiring, financing, refinancing, diligencing (including any subscriptions to any periodicals, databases and/or research services and any fees, costs and expenses of expert networks), managing, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of such investments or potential investments including follow-on investments (and any associated travel (including, where appropriate, the cost of chartering private aircraft or portion thereof not in excess of the cost of first class commercial airfare), lodging, meals or entertainment in connection with any of the foregoing) that are attributable to the activities of a Fund whether or not any contemplated transaction or project is consummated and whether or not such activities are successful; any reverse breakup, termination and other similar fees or other liabilities or obligations in respect of proposed portfolio investments

that have not been consummated, including any such fees attributable to co-investors (“Broken Deal Expenses”); costs, fees and expenses of developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software (including generative artificial intelligence software and utilities) (including accounting, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services); unreimbursed costs, fees and expenses incurred in connection with any transfer or proposed transfer contemplated by the relevant Partnership Agreement or any partner’s name change, internal restructuring or change in trust, registered agent or custodian; costs and expenses (including legal, financing, and litigation fees and expenses) resulting from defaults by partners in the payment of any required amounts; all costs and expenses incurred in connection with the organization, management, operation, and dissolution, liquidation and final winding up of any “alternative investment vehicles” (to the extent not borne by the relevant alternative investment vehicle(s), without duplication) or any intermediate entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitating the Funds’ investment activities; costs, fees and expenses relating to amendments to, and waivers, consents or approval pursuant to, the constituent documents of a Fund and any alternative investment vehicle, including the preparation, distribution and implementation thereof; any costs and expenses arising from any non-US exchange or other currency transaction; legal, compliance, regulatory, custodial, depositary, Swiss representative and paying agent and other fees and expenses attributable or associated with the requirements of the AIFMD and any national private placement regimes; fees, costs and expenses unless otherwise reimbursed by the applicable general partner, of complying with applicable law, rules and regulations, including without limitation, rules and regulations and regulatory filings and reporting on and compliance with Regulation 2019/2088 relating to transparency and disclosure obligations for investors, funds and asset managers in relation to environmental, social and governance factors (“SFDR”) and, to the extent applicable, Regulation 2020/852 on the establishment of a framework to facilitate sustainable investment; placement fees; provided that the placement fees will not be borne by investors that are prohibited by law or regulation from making capital contributions that will be used to pay placement fees and the relevant general partner has designated the investor as such; any other fees, costs, expenses, liabilities or obligations approved by a Fund’s advisory board; and Senior Advisors Expenses. Each Fund will also bear all out-of-pocket fees, costs and expenses, if any, incurred in connection with a Fund’s legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other law or regulations. To the extent holding or intermediate entities include one or more special purpose acquisition companies (“SPACs”), the relevant Fund(s) will bear the costs of organizing and offering such SPACs, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by the Fund, and except where prohibited by the Fund Documents, such interests are permitted to be issued to their Advisers and their personnel. The applicable General Partner reserves the right to agree with Senior Advisors, joint venture or similar partners, Service Providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the

potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Each Fund also generally will bear the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in side letters relating thereto. Additionally, subject to the Fund Documents, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. In certain instances, a Fund will bear expenses in respect of an existing or prospective portfolio company that will not be borne by other owners or investors in such portfolio company (including co-investors or Co-Investment Funds), where the relevant General Partner has determined such arrangement to be in the best interest of such Fund (e.g., a Fund engages or pays for a consultant for services in respect of a portfolio company without reimbursement by other owners of the portfolio company). In the event that a parallel fund of a Fund holds its interest in an investment through a blocker corporation, all costs, expenses and reduction in proceeds attributable to such blocker corporation and any associated intermediate investment vehicle of such blocker corporation shall be borne solely by the limited partners of such parallel fund and the carried interest payable to the relevant General Partner will be calculated without regard to any such costs and expenses. The Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses (including, without limitation, in connection with the acquisition or closing of a transaction), along with certain fees and expenses of the Advisers and/or their affiliates and company-level fees and expenses not expressly addressed by the list of permissible expenses set forth in the Fund Documents; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. 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, and there can be no assurance that the benefits to investors will be commensurate with such expenses. Brokerage fees may be incurred in accordance with the practices set forth in Item 12 “Brokerage Practices.” The Funds are permitted to 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 Private Investment Fund may pay an expense or obligation common to multiple Private Investment Funds and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Private Investment Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Private Investment Funds and/or co-investors over time), and be reimbursed by the other Private Investment Funds for their share of such expense or obligation, without interest. To the

extent the paying Private Investment Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Private Investment Funds for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. In certain circumstances, the Advisers or an affiliate thereof are also permitted to advance amounts related to the foregoing and receive reimbursement from the Private Investment Funds, without interest, to which such expenses relate. In addition to the Co-Investment Funds, the Advisers may permit certain current or prospective investors to co-invest in portfolio companies alongside one or more Funds. Each of the Co-Investment Funds generally bears, and any other co-invest 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. Except where the relevant Fund Documents or side letter(s) expressly provide to the contrary, Broken Deal Expenses and other expenses relating to the diligence or evaluation of a prospective investment generally are allocated among investors within a Fund regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. 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 Private Investment Funds (including Co-Investment Funds) and, in such situations, each of the participating Private Investment Funds bears their pro rata share of any interest or other charges in connection therewith. Unless required under the Fund Documents or applicable laws or regulations, 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 made a capital commitment to a co-invest or other vehicle in connection with such transaction such as the Co-Investment Funds, such vehicle bears its pro rata share of such expenses. To the extent the Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole.

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 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.

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

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 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 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 generally will 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 a 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 company 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 Fund or its limited partners. Such third parties generally will be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund generally will not be in a position to limit such contrary actions and may not otherwise be able to 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 in the future are expected to, manage other investment funds besides the Fund and the Principals generally will need to devote substantial amounts of their time to the investment activities of such other funds, which generally will 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 existing management teams, or any successor, will be able to operate the portfolio company successfully or 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 often will make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis 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. In addition, to the extent a Fund incurs leverage, such amounts may be secured by capital commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. In addition to the burden of debt service, the use of leverage also imposes restrictive financial and operating covenants on a portfolio company, in addition to the burden of debt service, and potentially will constrain 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. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it

must borrow at higher interest rates than are available to the relevant Fund. 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. Except where otherwise required by the relevant Fund Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. Leverage generally will be utilized by the Senior Debt Funds, as described more fully below. Fund Leverage. A Fund often will 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 as it generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. In particular, this leverage could accelerate and magnify declines in the value of a Fund’s investments in the leveraged portfolio companies in a down market. 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, (v) interest expense and other costs to a Fund that may not be covered by distributions made to such Fund or appreciation of its investments and (vi) 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 (and such credit markets may be impacted by, among other things, 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. A Fund may guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing such guaranty or exposure to such liability. While Fund-level borrowings generally will be subject to limitations set forth in the Fund Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Fund is

generally permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other Funds and entities managed by the Advisers, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including Service Providers, Senior Advisors, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result a Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage, such amounts are expected to be secured by capital commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. In addition to the burden of debt service, the use of leverage also imposes restrictive financial and operating covenants on a portfolio company, 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 will increase 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 such 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 will adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Fund will invest generally will not be rated by a credit rating agency. In addition, a Fund is permitted to enter into net asset value or other asset-backed facilities, hybrid facilities, working capital facilities or other facilities or indebtedness to leverage investments, and any such facilities or indebtedness are expected to be collateralized by any or all investments and/or assets of a Fund on a joint and several and cross-collateralized basis and are expected to be cross-collateralized with the investments and assets of any parallel fund, alternative investment vehicle or other investment vehicle of a Fund or with the investments and/or assets of any other affiliates and such entities may be held jointly and severally liable for the full amount of the obligations arising out of such borrowings. For the avoidance of doubt, the restrictions on indebtedness of a Fund only apply to indebtedness that is secured by Commitments, and accordingly, borrowings secured by a Fund’s investments and other assets would not be subject to such restrictions. Subscription Lines. A Fund generally is authorized to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to limited partners. 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 generally will 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 additional 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, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the 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. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby will be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances, the use of Fund-level borrowing can increase the base of a Fund’s Management Fee calculation, such as during periods where Management Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because Management Fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the General Partner has an incentive to cause a Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination at the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s Management Fee calculation under the Fund Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Funds). To the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the General Partner’s ability to consent to the transfer of a limited partner’s interest in the Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure a subscription line, the 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. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is

expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a 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 shortterm 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. Certain General Partners are authorized to use Fund-level borrowing to pay Management Fees and to reimburse the relevant Adviser for expenses incurred on behalf of the Fund. A Fund is also authorized to 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. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, and the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the General Partner, as reduced by the interest incurred by the Fund. Subject to any limitations in the Fund Documents, this scenario potentially incentivizes the General Partner to permanently fund the acquisition and ongoing capital needs of the Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Investment- and Intermediate Entity-Level Borrowing. As noted above, under the Fund Documents, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing

limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Fund Documents. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, such Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Fund Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. 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 generally will 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 would be expected to suffer a loss, which may be significant. 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 generally will 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 generally would 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 certain 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 generally

would be expected to invest in fewer companies and thus be less diversified. If the overall state of these industries or specific subsectors or companies in which a Fund invests performs poorly, such Fund will be adversely affected. Moreover, certain other industry segments in which a Fund likely will 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. Public Company Holdings. A Fund’s investment portfolio is expected in some cases to 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 is authorized to 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 generally are subject to certain additional risks 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, (j) government and social, economic and political uncertainty, including war and evolution; (k) governmental instability, crime, corruption, terrorism and political unrest; (l) nationalization and expropriation of private assets or confiscatory taxation; (m) governmental involvement in and control over economies; (n) governmental decisions to discontinue support of economic reform programs generally and impose centrally planned economies; (o) dependence on exports and the corresponding importance of international trade; (p) differences between U.S. and non-U.S. companies may not be subject to uniform accounting, markets, including price fluctuations, market volatility, less liquidity and smaller capitalization of securities markets; (q) currency exchange rate fluctuations; (r) rates of inflation; (s) 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; (t) 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; (u) certain considerations regarding the maintenance of a Fund’s portfolio securities and cash with non-U.S. sub-custodians and securities depositories; (v) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such non-U.S. investments; (w) restrictions and prohibitions on ownership of property by foreign entities and changes in laws relating thereto and (x) 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 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 often will be significantly different from the projections. Also, general economic factors, which are not predictable, typically have a material effect on the reliability of projections.

Dilution. Limited partners admitted or that increase their commitments 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 is permitted to make additional investments in such securities or otherwise consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There is no assurance that a Fund will make follow on investments or that a Fund will have sufficient funds to make all or any of such investments or that a Fund will otherwise be permitted to make follow on investments in light of investment size-related investment limitations set forth in the relevant Fund Documents. 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 (including an event of default under applicable debt documents in the event an equity cure cannot be made). 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 or coinvestor 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, including indemnification of the applicable General Partner, ABRY and others as provided in the relevant Fund Documents or certain other contractual counterparty arrangements. If a Fund becomes subject to a liability, parties seeking to have the liability satisfied generally will have recourse to such Fund’s assets generally and may not be limited to any particular asset, such as the 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. No assurances can be given that current tax laws, rulings, and regulations will not be changed during the life of a Fund.

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. Material, Non-Public 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 (or an investment vehicle advised by an ABRY I Adviser or ABRY III Adviser) 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. 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 U.S. 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.

Sanctioned Investors. If after subscribing to a Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. CFIUS and National Security Clearance Considerations. Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Funds will be able to proceed with, or maintain, such investments on terms acceptable to the Funds. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Funds’ investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Funds’ commitments, which increases the risk that the Funds’ investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Funds due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the relevant General Partner is permitted to restrict such limited partner’s or group’s ability to participate in any

investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Funds to maintain, or proceed with, any investment on terms acceptable to the Funds. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Funds as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Limited Access to Information; Confidentiality. Limited partners’ rights to information regarding a Fund, the relevant General Partner or the Management Company generally will be specified, and in many cases strictly limited, by the Fund Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of the Management Company’s control. Decisions by the Management Company or its affiliates to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information

may also make it difficult for a limited partner to monitor the Management Company and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a Fund’s advisory board generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and the Management Company reserves the right to withhold certain information from investors subject to such laws for reasons relating to the Management Company’s public reputation, business strategy or other reasons. Absence of Statutory Regulation. The Funds are not registered under the Investment Company Act, or any similar state or non-United States statute, rule or regulation. Accordingly, the protections offered by the Investment Company Act will not be available to the Partners or a 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, major disruptions in credit markets and uncertainties relating to sovereign debts and economic stability 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, result in longer holding periods for investments 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. Environmental, Social and Governance (“ESG”) Matters. ABRY maintains an ESG policy and seeks to integrate certain material ESG factors into its investment process in accordance with its policy consistent with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. The process of electing and evaluating material ESG factors is subjective by nature, and the Management Company expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by ABRY, or any judgment exercised by ABRY, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. Although ABRY views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, ABRY cannot guarantee that its ESG program will positively impact the performance of any individual investment or Private Investment Fund. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Private Investment Fund and investment. In addition, in evaluating an investment,

ABRY frequently depends upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete or inaccurate and which could cause ABRY to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. ABRY does not independently verify all ESG information reported by investments or third parties. Further, ABRY’s ESG practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. ABRY’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks and adverse impacts, as well as how they define and measure ESG performance. Additionally, ABRY and its Funds and investments could become subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, anti-ESG sentiment has also gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. This evolving landscape results in management burdens and costs and could subject ABRY to enforcement or other legal or reputational risks. ABRY cannot guarantee that its current approach to ESG including its ESG Policy will meet future regulatory requirements or align with market trends. Public Health Emergencies; COVID-19. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Funds intend to pursue, all of which could adversely affect the Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Funds, their portfolio companies and the Advisers may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures,

restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Funds invest and may make defaults more likely, which may result in a decline in the value of the Funds’ investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Funds’ investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Funds. Indemnification. A Fund is required to indemnify certain persons to the extent set forth in the applicable Partnership Agreement. Such liabilities have the potential to be material and have an adverse effect on the returns to the Fund’s limited partners. As a result, limited partners generally will have a more limited right of action in certain cases than they would have in the absence of such provision. For example, in their capacity as directors of portfolio companies, the partners or affiliates of a Fund’s General Partner may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of a Fund would be payable from the assets of such Fund, including the unfunded commitments of the limited partners. If the assets of a Fund are insufficient to pay any such indemnification obligations, the applicable General Partner may recall distributions previously made to the limited partners to pay such obligations (subject to certain limitations set forth in the applicable Partnership Agreement). Such liabilities of a Fund may not be resolved prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Furthermore, as a result of the provisions contained in the applicable Partnership Agreement, the limited partners may have a more limited right of action in certain cases than they would in the absence of such limitations. It should be noted that the applicable General Partner may cause the applicable Fund to purchase insurance for

such Fund, such General Partner and their employees, agents and representatives. Any money paid to a General Partner or certain related persons will reduce amounts that would otherwise be payable to the limited partners and such indemnification obligations could materially impact the returns to 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 (including its status as an “accredited investor” as defined under the Securities Act and a “qualified purchaser” as defined under the Investment Company Act) 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. Restricted Nature of Investment Positions. Generally, there will be no readily available market for Fund investments, and hence, most of the Funds’ investments will be difficult to value. Certain investments may be distributed in kind to limited partners. 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 penalties and other 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 forfeit a substantial portion of its capital account or 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). Issuer Fraud; Breach of Covenant. The Funds will generally seek to obtain structural, covenant and other contractual protections with respect to the terms of their investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to the Funds’ investments will achieve their desired

effect and potential investors should regard an investment in the Fund as being speculative and having a high degree of risk. Of paramount concern in the Funds’ investments is the possibility of material misrepresentation or omission on the part of the company. The Funds will rely upon the accuracy and completeness of representations made by companies to the extent reasonable when it makes its investment decisions, but cannot guarantee such accuracy or completeness. 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; (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 3c5 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. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries. To the extent that a portfolio company, Fund, General Partner, ABRY or one or more of their respective Service Providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, ABRY, the Funds and/or portfolio companies may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or

of disaster recovery plans for any reason could cause significant interruptions in ABRY’s, the Funds’, portfolio companies’ and/or Service Providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at ABRY or one of its Service Providers holding its financial or investor data, ABRY, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under ABRY’s policies and practices. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of ABRY, the General Partners, the Funds and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for ABRY, the General Partners, the Funds and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include ABRY, the General Partners, the Funds and/or their portfolio companies. Hedging Arrangements; Related Regulations. A General Partner is authorized (but not obligated) to endeavor to manage the relevant Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. The Fund is permitted to incur costs related to such hedging arrangements, which are permitted to 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. In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, where an investment fund owns 80% or more (or, possibly, under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. A Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where the Fund owns an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of the Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which the Fund invests. United Kingdom (“UK”) Exit from the European Union (the “EU”). The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). After this, the UK entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, the agreement does not include an agreement on financial services and, as a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK government has begun the process of revising certain portions of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. If the

regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Fund and its investments, including the ability of a Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the U.S.-Israeli-Iranian military conflict, the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine and recent conflicts in the Middle East and Venezuela, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one or more of the Fund’s banks, brokers, hedging counterparties, lenders to or other custodians of some or all of the Fund’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by various factors, including eroding market sentiment, significant withdrawals (e.g., a bank run in which depositors collectively withdraw their balances within a short period of time), fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, ABRY, the Funds and/or their portfolio companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated

Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance (including Fund assets maintained with qualified custodians pursuant to Rule 206(4)-2 under the Advisers Act) are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of ABRY to manage the Funds and their investments, and on the ability of ABRY, any Fund and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. ABRY is under no obligation to use a minimum number of Financial Institutions with respect to any Fund or to maintain account balances at or below the relevant insured amounts. Furthermore, such balances maintained by ABRY and the Funds are generally expected to fluctuate, including with respect to the Funds in connection with capital calls to limited partners and dispositions of investments, and certain balances from time to time will substantially exceed applicable deposit insurance. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This creates the potential for conflicts of interest between the relevant General Partner and limited partners. For example, the relevant General Partner could cause the relevant Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the General Partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the General Partner, potentially changing the character or amount of income allocated to limited partners. Changes to Benchmark Rates. To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects.

Secondaries and other General Partner-Led Transactions. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and the Advisers reserve the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by the Advisers following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where an Adviser believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by the Advisers and its affiliates), often on different terms than their original investment in a Fund. However, certain of such transactions are expected to involve a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of a Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of the Advisers or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where an Adviser or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, an Adviser and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent the Advisers require existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by the Advisers in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances the Advisers reserve the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant

securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that the Advisers will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Fund or any individual limited partner or group of limited partners. However, the Advisers reserve the right, in their sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Fund Documents. The Advisers are permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the Fund is expected to bear as Broken Deal Expenses all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Valuation of Assets. Generally, the General Partner will determine the value of all a Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for virtually all of a Fund’s investments because, among other things, the securities of portfolio companies held by such Fund generally will be illiquid and not quoted on any exchange. The General Partner will determine the value of all a Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the United States. There can be no assurance that the General Partner will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of the General Partner with respect to an investment will represent the value realized by a Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Accordingly, the valuation decisions made by the General Partner may cause it to ineffectively manage a Fund’s investment portfolios and risks, and may also affect the diversification and management of such Fund’s portfolio of investments. The exercise of discretion in valuation by a General Partner may give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees. Expedited Transactions. Investment analyses and decisions by the General Partner of a Fund may often be undertaken on an expedited basis in order for a Fund to take advantage of investment opportunities. In such cases, information available to such General Partner at the time of any investment decision may be limited, and such General Partner may not have access to the detailed information necessary for a full evaluation of the investment opportunity. Non-U.S. Currency Risks. Although many of a Fund’s investments are expected to be U.S. dollar denominated, a Fund’s investments that are denominated in non-U.S. currencies are subject to the risk that the value of a particular currency will change in relation to one or more other currencies, including the U.S. dollar, the currency in which the books of a Fund are kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, the level of short-term interest rates, differences in relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Fund may incur costs in converting investment

proceeds from one currency to another. Non-U.S. prospective investors should note that interests in a Fund are denominated in U.S dollars. Prospective investors subscribing for interests in a Fund in any country in which U.S. dollars are not the local currency should note that changes in value of foreign exchange between the U.S. and such currency may have an adverse effect on the value, price or income of the investment to prospective investors. There may be foreign exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions. Each prospective investor should consult with its, his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in a Fund. Adequacy and Availability of Insurance. While a Fund may seek to make investments where insurance and other risk management products (to the extent available on commercially reasonable terms) are utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, this may not always be practicable or feasible. Moreover, it will not be possible to insure against all such risks, and such insurance proceeds as may be derived in a timely manner from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. In addition, certain losses of a catastrophic nature, such as those cause by wars, earthquakes, terrorist attacks or other similar events, may be either uninsurable or insurable at such high rates as to adversely impact a Fund’s profitability. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance. As a result, it is unlikely that any of a Fund’s investments will be insured against damages attributable to acts of terrorism. Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to ABRY, the Funds and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render ABRY’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of ABRY, the Funds and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect ABRY, the Funds, the portfolio companies and their operations. Additionally, ABRY, the Funds and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers, whether or not known to ABRY, use AI Technologies in their business activities. ABRY will not be able to control the use of AI Technologies in third-party products or services, including those provided by ABRY and its affiliates’ Service Providers. Additionally, ABRY and its personnel reserve the right to use AI Technologies in connection with ABRY’s business activities, including to support ABRY’s due diligence and investment activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may,

nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of the Advisers, the Funds and/or the portfolio investments. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. The Advisers’ personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on the Advisers, the Funds and/or the portfolio investments. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on ABRY, the Funds and the portfolio companies. Additional Risks for Senior Equity Funds Nature of Senior Equity Securities. Although senior equity securities are typically senior to common stock or other equity securities, the preferred equity and debt securities in which a Fund will invest will generally be unsecured and subordinated to substantial amounts of senior debt, all or a significant portion of which may be secured. In addition, these securities may not be protected by all of the financial covenants, such as limitations upon additional indebtedness, typically protecting such senior debt. Holders of subordinated debt generally are not entitled to receive any payments in bankruptcy or liquidation until senior creditors are paid in full. Holders of senior equity are not entitled to payments until all creditors are paid. In addition, the remedies available to holders of subordinated debt are normally limited by restrictions benefiting senior creditors. In the event any portfolio company cannot generate adequate cash flow to meet senior debt service, the Fund may suffer a partial or total loss of capital invested. Non-Controlling Interest in Portfolio Companies. A Senior Equity Fund will generally hold non-controlling interests in its portfolio companies and, although a Senior Equity Fund will negotiate negative covenants and other contractual restrictions for each portfolio company, it will primarily be the responsibility of management teams and boards of directors of such companies, which may include representation by other investors whose interests may conflict with the interests of a Senior Equity Fund to operate the portfolio company on a day-to-day basis. Accordingly, a Senior Equity Fund will have a limited ability to protect its investments in such portfolio companies. Additional Risks for Senior Debt Funds Long-Term Nature of Investments. The stated maturity for a Fund’s investments will typically range from five to eight years, and although a Fund may realize investments early or issuers may redeem loans early, there may be a number of years when the only Fund proceeds are dividend and interest income from its investments. Such income may not be significant and operating expenses may exceed income during that period. A Fund may make investments which may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise.

Although the General Partner of such Fund expects that investments will be disposed of prior to winding up and termination and such General Partner has a limited ability to extend the term of the applicable Fund, such Fund may have to sell, distribute or otherwise dispose of investments or resolve contingent liabilities at a disadvantageous time as a result of the winding up and termination. There can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the applicable Fund investors will occur. Risks of Realization and Lack of Liquidity of Investments. A Fund generally invests in interests in senior debt securities issued by private companies, which are not publicly-traded. These senior debt instruments are generally heavily negotiated and subject to offering restrictions and, accordingly, do not have the liquidity of conventional public bond and equity securities. Consequently, a Fund must rely on other means to achieve liquidity and may be precluded from selling interests in the senior debt securities at an optimal time. 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 whose borrowings underlie a Fund’s investments, 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. No Secondary Market for Securities. The senior debt securities in which a Fund invests are generally heavily negotiated and, accordingly, do not have the liquidity of conventional public bond and equity securities. Due to their illiquid nature, a Fund may not be able to dispose of its interest in a debt security in a timely manner and/or at a fair price. There is no assurance that a Fund will be able to dispose of an investment in a particular debt security prior to its redemption at maturity. The inability to dispose of a loan position could result in losses to a Fund, including the loss of its entire investment. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. If a Fund voluntarily or involuntarily sold its interests in those types of debt securities, it might not receive the full value it expected. Credit Risks. Debt investments are subject to credit risk. Credit risk relates to the ability of the borrower to make interest and principal payments on the loan or security as they become due. If the borrower fails to pay interest, a Fund’s income might be reduced. If the borrower fails to repay principal, the value of that security and the value of a Fund might be reduced. A Fund’s interests in debt instruments are subject to risks of default. A Fund acquires interests in bank debt securities issued in connection with leveraged buyout transactions, recapitalizations and other highly-leveraged transactions. These types of bank loans are generally subject to greater risks than investment grade debt. The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. A Fund cannot guarantee the adequacy of the protection of such Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. While a Fund’s investment interests in senior loans typically are secured by collateral, a Fund or a bank counterparty holding a particular loan may have difficulty liquidating the collateral or enforcing its rights under the terms of the senior

loans in the event of the borrower’s default. There is no guarantee that the collateral securing a senior loan will be sufficient to protect a Fund against losses or a decline in income in the event of a borrower’s non-payment of interest or principal. In addition, any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property may further reduce the proceeds and thus increase the loss. In addition, economic uncertainty or a downturn could severely disrupt the market for these debt obligations and may have an adverse impact on their value. It is also likely that such conditions could adversely affect the ability of the borrower to repay principal and pay interest thereon and increase the incidence of default for such instruments. In the event that a borrower declares bankruptcy, a court could invalidate a Fund’s or bank counterparty’s security interest in the loan collateral or subordinate a Fund’s or bank counterparty’s rights under the senior loan to other creditors of the borrower. Interest Rate Risk. In general, the value of a debt security changes as prevailing interest rates change. For fixed-rate debt securities, when prevailing interest rates fall, the values of outstanding debt securities generally rise. When interest rates rise, the values of outstanding debt securities earning lower rates generally fall, and they may sell at a discount from their face amount. The debt instruments in which a Fund invests generally will have adjustable interest rates. For that reason, the General Partners expect that when interest rates change, the amount of interest received by a Fund in respect of such debt investments will change in a corresponding manner. In contrast, the interest income earned by a Fund on the cash balances in the collateral account, which is expected to be a small component of a Fund’s total anticipated earnings, is pegged to Treasury rates and thus will fall when Treasury rates decline or rise when Treasury rates increase. Reliance upon Co-Investors. A Fund invests in loans syndicated to one or more additional debt investors, one of which will be responsible for negotiating the terms of the loan agreement that establishes the terms and conditions of the debt investment and the rights of the borrower and the lenders. In addition, matters relating to the debt obligations may be put to a vote of holders, the majority of whom may vote in a manner inconsistent with the preferences of a Fund. In addition, where a Fund has invested through a TRS, it will likely not have any such right to vote. In such circumstances, a Fund is bound by the negotiated terms of the loan documentation. There can be no assurance that the co-investor will negotiate terms which are consistent with the terms generally sought by a Fund. If the co-investor is acting as collateral agent under the loan documentation and becomes insolvent, the assets securing the debt investment may be determined by a court or regulatory authority to be subject to the claims of the co-investor’s creditors. If that were to occur, a Fund might incur delays and costs in realizing payment on the loan, or it might suffer a loss of principal and/or interest. Swap Agreements. A Fund will enter into one or more swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for extended periods often exceeding one year. In a standard swap transaction, two parties agree to exchange payment streams derived by reference to different reference points, including asset values, rates or indices. A swap contract may not be assigned without the consent of the counterparty, and may result in losses in the event of a default or bankruptcy of the counterparty. Swap transactions, like other financial transactions, involve a variety of significant risks. The specific risks presented by a particular swap transaction necessarily depend upon the terms of the transaction and a Fund’s circumstances. In general, however, all swap transactions involve some combination of market risk, credit risk, counterparty credit risk, funding risk, liquidity risk and operational risk. Highly customized swap

transactions in particular may increase liquidity risk. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying or related market factor. In evaluating the risks and contractual obligations associated with a particular swap transaction, it is important to consider that a swap transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Therefore, it may not be possible to modify, terminate or offset a Fund’s obligations or a Fund’s exposure to the risks associated with a transaction prior to its scheduled termination date. Total Return Swaps. TRS are swap agreements where a party agrees to pay the counterparty the total return of a specified underlying asset in return for fixed or floating rate payments. In the case of a Fund, the TRS will be based on specific bank loans identified and selected by the Fund. There are certain legal, tax and market uncertainties that present risks in entering into such swaps. Besides swap regulations implemented by the Dodd Frank Act (defined below), there is currently little or no case law or litigation characterizing TRS, interpreting their provisions, or characterizing their tax treatment. In addition, additional regulations and laws may apply to TRS that have not heretofore been applied. There can be no assurance that future decisions construing similar provisions to those in any TRS agreement or other related documents or additional regulations and laws will not have a material adverse effect on the Fund. TRS may also expose a Fund to liquidity risk. Although a Fund will generally have the ability to terminate a TRS transaction or program at any time, doing so may subject a Fund to certain early termination charges. In addition, there may not be a liquid market within which to dispose of an outstanding TRS even if a permitted disposal might avoid an early termination charge. Counterparty Risk. A General Partner of a Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of a Fund’s transactions with one counterparty. Moreover, a General Partner has no formal credit function which evaluates the creditworthiness of a Fund’s counterparties. The ability of a Fund to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by a Fund. The TRS counterparties with which a Fund does business may encounter financial difficulties, fail, or otherwise become unable to meet their obligations. Any such development would impair the operational capabilities of the Fund or cause damaging losses, or even complete loss, of its capital. To help mitigate this risk, a Fund will generally contract with banks and other financial institutions with significant experience in issuing TRS. In addition, the counterparties with which a Fund effects transactions may cease making markets or quoting prices in the desired instrument. In such instances, a Fund may be unable to enter into a desired transaction, or to enter into an offsetting transaction with respect to an open position, which might adversely affect its performance. Further, in contrast to exchange-traded instruments, certain swaps may not provide a trader with the right to offset its obligations through an equal and opposite transaction. For this reason, in entering into swaps, a Fund may be required, and must be able, to perform its obligations under the contract.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DoddFrank Act”) further requires the SEC, CFTC and federal prudential regulators to adopt margin requirements for uncleared swaps and security-based swaps with certain regulated entities. The federal banking regulators and the CFTC adopted rules imposing margin requirements for uncleared swaps (other than physically-settled foreign exchange forwards and foreign exchange swaps). Such margin requirements may result in increased costs and could adversely affect the ability of a Fund to use derivatives to hedge its risks in the future and/or to amend or novate existing swaps after the date upon which a Fund is required to comply with the rules. Moreover, the Dodd-Frank Act requires that certain derivatives in the interest rate and credit asset classes that were previously entered into over-the- counter be cleared through a central clearinghouse, subject to certain limited exceptions, and executed through an exchange or other approved trading platform, which may result in increased costs in the form of intermediary fees and additional margin requirements imposed by derivatives clearing organizations and their respective clearing members. Other similar measures have been adopted in other jurisdictions, and additional requirements related to central clearing of transactions in additional asset classes will likely be phased in over time. Accordingly, to the extent that a General Partner relies on the use of OTC derivatives, regulation regarding margin requirements for uncleared derivatives and the still developing regulation of cleared transactions may adversely affect the General Partner’s ability to implement the Fund’s hedging or investment strategy, the Fund may face increased costs in such implementation, and to the extent that certain hedging or investment strategies become unavailable as a result of regulation, there can be no assurance that the General Partner would be able to utilize alternate methods to seek to implement such aspects of the Fund’s investment or hedging program. In such cases, if a General Partner were unable to utilize such alternate methods, the impact on a Fund could be substantial and adverse. Risks Associated With CLO Securities. Certain Funds are authorized to invest in securities issued by CLOs (“CLO Securities”). In case of a default, CLO Securities generally are limited recourse obligations of the issuer thereof payable solely from the underlying assets of the issuer (“CLO Collateral”) or proceeds thereof. Consequently, holders of CLO Securities must rely solely on distributions on the underlying CLO Collateral or proceeds thereof for payment. If distributions on the underlying CLO Collateral are insufficient to make payments on the CLO Securities, no other assets will be available for payment of the deficiency and following realization of the underlying assets, the obligations of the issuer to pay such deficiency will be extinguished. During such periods of nonpayment or partial nonpayment, such non-paid interest will generally be capitalized and added to the outstanding principal balance of the related security. Any such deferral will reduce the amount of current payments made on such CLO Securities. CLO Securities are subject to operational, credit, liquidity and interest rate risks. Issuers of CLO Securities may acquire interests in loans and other debt obligations by way of assignment or participation. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; provided, however, its rights can be more restricted than those of the assigning institution. In purchasing participations, an issuer of CLO Securities will usually have a contractual relationship only with the selling institution, and not the borrower. In the case of participations, the CLO issuer generally will have no right directly to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, nor have the right to object to certain changes to the loan agreement agreed to by the selling institution. The CLO

issuer may not directly benefit from the collateral supporting the related loan and may be subject to any rights of set-off the borrower has against the selling institution. In addition, in the event of the insolvency of the selling institution, under U.S. federal and state laws, the issuer may be treated as a general creditor of such selling institution, and may not have any exclusive or senior claim with respect to the selling institution’s interest in, or the collateral with respect to, the loan. Consequently, the issuer may be subject to the credit risk of the selling institution as well as of the borrower. CLO Securities are also subject to interest rate risk and basis risk. The CLO Collateral of an issuer of CLO Securities may bear interest at a fixed or floating rate while the CLO Securities issued by such issuer may bear interest at the opposite kind of rate. As a result, there could be an interest rate mismatch between such CLO Securities and CLO Collateral, where the CLO Collateral bears interest that is, at certain times, insufficient to adequately collateralize the CLO Securities. There may be a timing mismatch between the CLO Securities and CLO Collateral assets that bear interest at a floating rate as the interest rate on such assets bearing interest at a floating rate may adjust more frequently or less frequently and/or on different dates and/or based on different indices than the interest rates on the CLO Securities. As a result of such mismatches, an increase or decrease in the level of the floating rate indices could adversely impact the ability to make payments on the CLO Securities. In addition, hedges may have been acquired to manage the interest rate risk of such CLO Securities, making such CLO Securities also subject to the credit risk of the applicable hedge counterparty. Creditor Rights. In some cases, a General Partner may seek appropriate creditor rights to help protect a Fund’s interests, and such rights may include, under certain circumstances, the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests. Such creditor rights may expose a Fund’s representatives, and ultimately the 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 a Fund’s investment activities. Non-Investment Grade Securities. Funds generally are authorized to acquire interests in securities that are rated in the non-investment grade categories by the various credit rating agencies or are not rated. Such securities are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions, and the yields and prices of such securities may be more volatile than those for higher-rated securities. The market for non-investment grade and non-rated securities is often less liquid than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities. The limited liquidity of the market may also adversely affect the ability of the relevant calculating party to arrive at a fair value for certain non-investment grade and non-rated securities at certain times and could make it difficult for a Fund to sell or dispose of certain securities.

Lender Liability Considerations and Equitable Subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. While believed to be unlikely, because of the nature of certain of the underlying securities, the holder of an underlying security could be subject to allegations of lender liability, which could potentially reduce the cash flows and/or market value of such security. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors, or (iv) uses its or its affiliates’ influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of the underlying securities, the holder of an underlying security could be subject to claims from creditors of an obligor that investments issued by such obligor that constitute underlying securities held by such holder should be equitably subordinated, which could potentially reduce the cash flows and/or market value of the security. A significant number of the underlying securities will involve investments in which the holder of the interest affecting a Fund would not be the lead creditor. It is, accordingly, possible that lender liability or equitable subordination claims affecting the Fund investments could arise without the direct involvement of a Fund. Bank Loans and Participations. A Fund’s investment program may include direct and indirect interests in significant amounts of bank loans and participations. These obligations are subject to unique risks, including: (i) the possible invalidation of a particular investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws; (ii) so-called “lender liability” claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of a Fund to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, a General Partner compares the relative significance of the risks against the expected benefits. Successful claims by third parties arising from these and other risks, absent fraud, willful misconduct or gross negligence by a General Partner, will be borne by its Fund. Collateral Requirements. In connection with certain types of investment arrangements with third-party counterparties (e.g., TRS), a Fund may be required to post collateral that will be valued pursuant to a “mark to market” methodology. As a result, a decline in the market may result in a decreased valuation of underlying assets and require the posting of additional collateral in order to maintain the position. Such an increase in the margin requirement may require a Fund to sell investments or other assets. A Fund will attempt to mitigate such risk by maintaining cash on hand, or calling additional capital. However, there can be no assurance that any such amounts will be sufficient to cover outstanding margin requirements.

Nature of Investments in Senior Loans. A Fund will generally invest in interests in senior loans, and the factors affecting a borrower’s loan, and its overall capital structure, are complex. The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. A Fund cannot guarantee the adequacy of the protection of the Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. While a Fund’s investment interests in senior loans typically will be secured by collateral, the Fund may have difficulty liquidating the collateral or enforcing its rights under the terms of the senior loans in the event of the borrower’s default. Some loans may not necessarily have priority over all other unsecured debt of an issuer. For example, some 1st-lien loans may permit other secured obligations (such as overdrafts, swaps or other derivatives made available by members of the syndicate to the company), or involve 1stliens only on specified assets of an issuer (e.g., excluding real estate). Issuers of 1st-lien loans may have two tranches of 1st-lien debt outstanding each with 1st-liens on separate collateral. Furthermore, the liens referred to herein generally only cover domestic assets and non-U.S. assets are not included (other than, for example, where a borrower pledges a portion of the stock of firsttier non-U.S. subsidiaries). In the event of a chapter 11 filing by an issuer, United States Code (11 USC §§ 101 - 1330) (the “Bankruptcy Code”) authorizes the issuer to use a creditor’s collateral and to obtain additional credit by grant of a prior lien on its property, senior even to liens that were first in priority prior to the filing, as long as the issuer provides what the presiding bankruptcy judge considers to be “adequate protection” which may but need not always consist of the grant of replacement or additional liens or the making of cash payments to the affected secured creditor. The imposition of prior liens on a Fund’s collateral would adversely affect the priority of the liens and claims held by the Fund and could adversely affect the Fund’s recovery on its leveraged loans. Any secured debt is secured only to the extent of its lien and only to the extent of underlying assets or incremental proceeds on already secured assets. Moreover, underlying assets are subject to credit, liquidity, and interest rate risk. Although the amount and characteristics of the underlying assets selected as collateral may allow a Fund to withstand certain assumed deficiencies in payments occasioned by the borrower’s default, if any deficiencies exceed such assumed levels or if underlying assets are sold it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owing to the Fund in respect to its investment. There is no guarantee that the collateral securing a senior loan will be sufficient to protect a Fund against losses or a decline in income in the event of a borrower’s non-payment of interest or principal. In addition, any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property may further reduce the proceeds and thus increase the loss. Moreover, as stated above, a Fund may invest in debt instruments which are not secured by collateral at all. Further, loans may become non-performing for a variety of reasons. Upon a bankruptcy filing by an issuer of debt, the Bankruptcy Code imposes an automatic stay on payments of its prepetition debt. Non-performing debt obligations may require substantial workout negotiations, restructuring or bankruptcy filings that may entail a substantial reduction in the interest rate, deferral of payments and/or a substantial write-down of the principal of a loan or conversion of some or all of the debt to equity. If an issuer were to file for chapter 11 reorganization, the Bankruptcy Code authorizes the issuer to restructure the terms of repayment of a class of debt even

if the class fails to accept the restructuring as long as the restructured terms are “fair and equitable” to the class and certain other conditions are met. A Fund’s investments may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the borrower repaying the principal on an obligation held by the Fund earlier than expected. Conflicts of Interest The Advisers and their related entities engage in a broad range of advisory and nonadvisory activities. In the ordinary course of the Advisers conducting their activities, the interests of a Fund likely will conflict with the interests of the Advisers, one or more other Private Investment Funds, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, the Advisers will determine all matters relating to structuring transactions and Fund operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the advisory committees of the participating Funds. During the investment period of a Fund, substantially all appropriate investment opportunities that meet the Fund’s investment criteria will be pursued by the Principals for the benefit of such Fund, subject to certain limited exceptions set forth in the applicable Fund Documents and ABRY’s allocation policies. In addition, the Fund Documents provide the Advisers with wide-ranging authority to make determinations such as the cessation of a Fund's investment period and the commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore the Advisers face conflicts of interest in making such determinations. Without limitation, the Principals currently, and in the future are expected to, manage multiple Private Investment Funds with similar strategies and several other investments similar to those in which a Private Investment Fund will be investing, including funds advised by an ABRY I Adviser or ABRY III Adviser, and expect to direct certain relevant investment opportunities to those funds and investments. ABRY personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or other similar arrangements, and to pay or receive compensation relating to the foregoing. The Principals and ABRY’s investment staff will continue to manage and monitor such funds and investments until their realization. Such funds and other investments that the Principals expect to control or manage generally have the potential to compete with each other or with companies acquired by a Fund. Following the investment period of a Fund, the Principals reserve the right to, and likely will, focus their investment activities on other opportunities and areas unrelated to such Fund’s investments. To the extent an advisory opportunity is received that is unsuitable for a Fund, in ABRY’s sole discretion, ABRY and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the Fund Documents, ABRY personnel are permitted to serve on boards or act in other roles unaffiliated with the Advisers, the Private Investment Funds or their portfolio companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce Management Fees.

In managing several Private Investment Funds and investments similar to those in which a Private Investment Fund will be investing, the Principals generally will direct certain relevant investment opportunities to certain Private Investment Funds and investments, subject to any applicable limitations in the Fund Documents. The Advisers have discretion over how or when to allocate certain investments among the Private Investment Funds, subject to certain limitations set forth in the applicable Fund Documents and, except as required by the relevant Fund Documents, ABRY is not obligated to recommend any investment to any particular Private Investment Fund. The Advisers have and may in the future have conflicts of interest in the decisions regarding the allocation of investments. In certain cases, the Advisers are permitted to invest a portion of a Fund’s assets in securities of companies in which one or more other Private Investment Funds has or will have an existing investment. These and other situations will involve potential conflicts of interest. Investments by more than one client of ABRY in a portfolio company also have the potential to raise the risk of using assets of one client of ABRY to support positions taken by other clients. Although each Private Investment Fund generally establishes procedures to address such conflicts, there can be no assurance that such conflicts will be resolved in a manner that is most favorable to the Private Investment Fund and its limited partners. Additionally, the Fund Documents often will restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of a Private Investment Fund in issuers held by other Private Investment Funds, or may give priority with respect to investments to one or more Private Investment Funds. Some of these restrictions could be waived by investors (or their representatives) in such Private Investment Funds. However, the applicable Advisers may or may not, in their sole discretion, seek any such waiver and, in any event, there can be no assurance that any waiver sought would be obtained. Conflicts generally also will arise in the allocation of such persons’ time among the Private Investment Funds and other such investments. A Private Investment Fund is permitted to invest together with a Private Investment Fund advised by an ABRY I Adviser or ABRY III Adviser in the manner set forth in the relevant Fund Documents and the Advisers’ allocation policies. The Advisers will determine the allocation of investment opportunities among Private Investment Funds in a manner that they believe is fair and equitable consistent with the Advisers’ respective obligations and may take into consideration such factors including but not limited to: investment restrictions and objectives strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. ABRY and its Principals and employees are permitted to carry on investment activities for their own accounts and for family members, friends or others who do not invest in the Private Investment Funds, and can give advice and recommend securities to other accounts or investment funds which may differ from advice given to, or securities recommended or bought for, the Private Investment Fund, even though their investment objectives may be the same or similar. Since the Advisers provide investment advice to various Private Investment Funds, including funds that routinely invest in various levels of the same portfolio company’s equity and debt securities, there are likely to be conflicts of interest relating to such investments that must be resolved by the Advisers. Where multiple Private Investment Funds invest in different parts of the capital structure of a portfolio company, their respective interests generally will be conflicting, including in cases where a portfolio company becomes financially distressed. For example, it is possible for both an Equity Fund and a Senior Equity Fund to be simultaneously invested in the same portfolio company that becomes financially distressed. In such a case, ABRY has adopted

conflicts policies and procedures that generally provide that determinations are to be made in good faith in the collective best interests of such Funds, and shall promptly notify the advisory boards of the applicable Private Investment Funds. The advisory boards may then, in their sole discretion and regardless of the recommendation of the Management Company, elect to cause the applicable General Partner to retain such separate legal counsel and/or financial advisors to represent the relevant Fund and advise the relevant General Partner in such matters. It is possible that an advisory board member could be a member of the advisory board for one or more other Funds involved in an actual or potential conflict transaction. Such member’s interests may be different from (and potentially adverse to) the interests of other limited partners and such interests may influence such person’s decisions as a member of the respective advisory boards. In certain circumstances, Private Investment Funds may be prohibited from exercising (or ABRY may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Private Investment Fund or the other may be subject to creditor claims regarding subordination of interests. Further, where a Senior Equity Fund or certain senior equity funds managed by the ABRY I Advisers, or that are in the future managed by the ABRY III Advisers, co-invests with one or more Equity Funds in a portfolio company, pricing and terms of the relevant security must also be accepted by an independent third-party investor, unless the applicable advisory board(s) otherwise approves. When more than one Private Investment Fund invests in a portfolio company, the Advisers will have to determine how to allocate expenses incurred and, if applicable, fees generated in the course of evaluating and making such investments. The appropriate sharing of such expenses and fees may not always be clear and may be somewhat arbitrary. As a general matter, Fund expenses typically will be allocated among all relevant Funds or Co-Investment Funds receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable legal, contractual or similar restrictions, expense and fee allocation decisions generally will be made by the Advisers using their reasonable judgment on a basis they consider equitable, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across the vehicles. The allocations of such expenses is permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining which Funds or Co-Investment Funds benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with Fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users or in certain circumstances determining whether a particular expense has greater benefit to a Private Investment Fund or the Advisers. The Private Investment Funds generally are expected to have different expense reimbursement terms, including with respect to Management Fee offsets, which are expected to result in the Private Investment Funds bearing different levels of expenses with respect to the same investment. Further, the Advisers reserve the right to consider each relevant Private Investment Fund’s strategy as a component of its allocation of investment expenses, and as a general matter will not allocate expenses associated with one Private Investment Fund’s equity investment to a different Private Investment Fund’s debt investment, or vice versa, even if the two investments are in the same portfolio company. As a result, it is possible that a Private Investment Fund or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Private Investment Fund.

In certain circumstances, an Equity Fund, or a fund of an ABRY I Adviser or ABRY III Adviser, may purchase securities from a portfolio company of an existing Equity Fund or a fund of an ABRY I Adviser or ABRY III Adviser. In such circumstances, to mitigate any potential conflicts of interest, the Advisers will generally seek the approval of the applicable advisory board(s) prior to consummating the transaction. The Senior Debt Funds, as well as in some cases senior debt funds managed by ABRY I Advisers, or that are in the future managed by the ABRY III Advisers, may determine to make senior debt investments in portfolio companies owned by the Equity Funds. This practice would lead to heightened conflicts of interest. For example, an Equity Fund may hold an interest in a portfolio company in which a Senior Debt Fund holds debt securities or of which it is otherwise a creditor. Additionally, in the event that an Equity Fund of an ABRY I Adviser or ABRY III Adviser has an investment which requires additional financing as a result of a portfolio company’s financial or other difficulties and the Equity Fund has the potential to incur a loss on such investment as a result, the relevant General Partner or an affiliate could have an incentive to cause another Fund (including a Senior Debt Fund) to invest in such portfolio company even though such investment may not be in the best interest of such Fund. In a bankruptcy proceeding, the Equity Fund’s interest generally would be expected to be subordinated or otherwise adversely affected by virtue of such Senior Debt Fund’s involvement and actions relating to its debt investment. This generally would be expected to have the potential to result in a loss or substantial dilution of the Equity Fund’s investment, while the Senior Debt Fund recovers all or a portion of its debt investment. Relatedly, where multiple Private Investment Funds invest or consider investments in the same company at different times, the Private Investment Funds may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Private Investment Funds. This likely will result in differences in price, terms, leverage and associated costs. In such instances, the first Private Investment Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Private Investment Funds (whether in the same or different strategy than the first Private Investment Fund); similarly, to the extent a transaction does not proceed, the first Private Investment Fund to invest typically will bear the full amount of Broken Deal Expenses relating to the transaction, regardless of whether other Private Investment Funds could or would have invested in the company in potential future transactions. Further, there can be no assurance that the relevant Private Investment Fund and the other Private Investment Fund(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. Limited partners can have conflicting investment, legal, regulatory, tax and/or other interests with respect to their investments in a Private Investment Fund, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by the applicable General Partner regarding an investment that may be more beneficial to one limited partner than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, a General Partner generally will consider the investment, regulatory, tax, accounting and other objectives of the Private Investment Fund and its partners as a whole, not the investment, regulatory, tax, accounting or other objectives of any limited partner individually. As a result of the Private Investment Funds’ controlling interests in portfolio companies, an Adviser and/or its affiliates typically have the right to appoint board members to such portfolio

companies, or to influence their appointment, and to determine or influence a determination of their compensation. Portfolio company board members frequently approve compensation and/or other amounts payable to an Adviser and/or its affiliates. Such amounts will be in addition to any Management Fee or carried interest paid by a Private Investment Fund to an Adviser and/or its affiliates. Additionally, a portfolio company typically will reimburse an Adviser or Service Providers retained at an Adviser’s discretion for expenses (including without limitation travel expenses) incurred by an Adviser or such Service Providers in connection with its performance of services for such portfolio company, including Senior Advisors. Service Provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by ABRY personnel. This subjects an Adviser and its affiliates to conflicts of interest because the Private Investment Funds generally do not have an interest or share in these reimbursements, and the amount of such reimbursements may be substantial. The Advisers determine the amount of these reimbursements for such services in their own discretion, subject to internal reimbursement policies and practices. Although the amount of individual reimbursements typically is not disclosed to investors in any Private Investment Fund, their effect is reflected in each Private Investment Fund’s audited financial statements, and any fee paid or expense reimbursed to an Adviser or such Service Providers generally is subject to: agreements with sellers, buyers and management teams; the review and supervision of the board of directors of or lenders to portfolio companies; and/or third party co-investors in its transactions. These factors help to mitigate related conflicts of interest. In connection with its services to the Private Investment Funds and their investments, an Adviser, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of an Adviser’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, the Adviser and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Adviser Information”). In many cases, Adviser Information will include tools, procedures and resources developed by an Adviser to organize or systematize Adviser Information for ongoing or future use. Although the Advisers expect the Private Investment Funds and their portfolio companies generally to benefit from the Advisers’ possession of Adviser Information, it is possible that any benefits will be experienced solely by other or future Private Investment Funds or portfolio companies (or by ABRY and its personnel) and not by the Fund or portfolio company from which Adviser Information was originally received. Adviser Information will be the sole intellectual property of the Advisers and solely for the use of the Advisers. An Adviser reserves the right to use, share, license, sell or monetize Adviser Information, without offsetting or otherwise reducing Management Fees, and the relevant Private Investment Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in

the rewards program, rather than the portfolio companies, the Private Investment Funds or their respective investors; no such rewards will offset or reduce Management Fees. An Adviser generally exercises its discretion to recommend to a Private Investment Fund or to a portfolio company thereof that it contract for services with certain Service Providers, and such Service Providers are expected to include: (i) such Adviser or a related person of the Advisers (which may include another portfolio company of the Funds); (ii) an entity with which an Adviser or its affiliates or current or former personnel has a relationship or from which an Adviser or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where Adviser personnel are seconded, or from which the Management Company receives secondees (including secondees at no or reduced cost to the Advisers), resources or training; (iii) certain limited partners or their affiliates; or (iv) one or more portfolio companies. This subjects the Advisers to conflicts of interest, because although the Advisers select Service Providers that they believe are aligned with their operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Private Investment Fund, an Adviser generally would in certain circumstances have an incentive to recommend the related or other person because of its financial or other business interest. There is a possibility that an Adviser, because of such belief or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Whether or not the Advisers have a relationship or receive financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Although the Management Company generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. It is possible that Service Providers consider the overall level of work performed for the Management Company, the Private Investment Funds or their portfolio companies in determining whether to provide reduced rates or benefits to the Management Company. In certain circumstances where the Management Company commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, the Management Company will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. ABRY reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, the Management Company undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, an Adviser reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. ABRY reserves the right to cause a Private Investment Fund to enter into a transaction whereby the Private Investment Fund (i) purchases securities from, or sells securities to, or

otherwise combines its portfolio company with a portfolio company held by, other Private Investment Funds managed by ABRY (including an ABRY I Adviser or ABRY III Adviser), or co-investors or co-investment vehicles or (ii) co-invests alongside such other Private Investment Funds or co-investors. Such transactions may arise in the context of re-balancing an investment among parallel investing entities or in contexts where a portfolio company owned by one Private Investment Fund is acquired by a portfolio company acquired by another Private Investment Fund. In some cases, a portfolio company of one Private Investment Fund will be merged with or into a portfolio company owned by another Private Investment Fund. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one Private Investment Fund supports the value of portfolio companies owned by another Private Investment Fund; or (ii) the transaction allows ABRY or its affiliates to realize carried interest or receive future management fees or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the relevant Fund Documents or otherwise in the sole discretion of ABRY, ABRY may seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by the relevant Private Investment Fund(s) to opine as to the fairness of a purchase or sale price, whether or not part of a formal fairness opinion, “request for approval” process, or proposal or quotation provided exclusively for the benefit of the Advisers) or by obtaining the consent of the relevant Private Investment Fund(s) (including, where authorized, the consent of each Private Investment Fund’s advisory board) to such transactions. In certain cases, a Private Investment Fund may hold a minority interest in a portfolio company and accordingly may not have control or veto rights to permit a cross-fund transaction involving such portfolio company, even if such Private Investment Fund’s advisory board did not provide the relevant consent (see “Lack of Unilateral Control” above). ABRY reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Private Investment Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion. ABRY intends that any such transactions be conducted in a manner that it believes in good faith to be fair and equitable to each Private Investment Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Private Investment Fund. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances ABRY will not seek a fairness opinion or advisory board consent given that such transactions typically are effected close in time to the initial Private Investment Fund’s investment or pursuant to authorizing provisions in the relevant Fund Documents. Although ABRY generally structures Private Investment Funds to avoid circumstances in which one Private Investment Fund bears liability for all or part of the obligations of another Private Investment Fund or any Adviser affiliate, in certain circumstances lenders and other market participants negotiate for the right to face only select Private Investment Fund entities, which in certain instances, would result in a single Private Investment Fund being solely liable for other Private Investment Funds’ share of the relevant obligation and/or joint and several liability among Private Investment Funds. In such cases, ABRY intends to cause the relevant other Private Investment Funds to enter into a back-to-back guarantee, indemnification or similar reimbursement arrangement, although the Private Investment Fund undertaking the obligation in

the first instance generally will not receive compensation for being primarily liable under these arrangements. Furthermore, as a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, a Private Investment Fund could be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. In other circumstances, lenders and other market participants are expected to seek “cross default” rights under which a Private Investment Fund will be treated as in default under the relevant facility in the event of a default by another Private Investment Fund or an Adviser affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Private Investment Fund’s limited partners could suffer adverse effects resulting from any default by any Private Investment Fund or an Adviser affiliate, whether or not related to the Private Investment Fund in which such limited partners have invested. An Adviser and/or its affiliates reserve the right to employ personnel with preexisting ownership interests in portfolio companies owned by the Private Investment Funds or other investment vehicles advised by the Adviser and/or its affiliates; conversely, current or former personnel or executives of the Advisers and/or their affiliates are expected to serve in significant management roles at portfolio companies or Service Providers recommended by the Advisers. Similarly, the Advisers, their affiliates and/or personnel maintain relationships with (or may invest in) financial institutions, Service Providers and other market participants, including but not limited to managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former employees, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, the Advisers and/or their affiliates, and/or the Private Investment Funds or other investment vehicles they advise. In other circumstances, these Service Providers are expected to provide personal banking, private wealth or lending arrangements to ABRY personnel and their estate planning vehicles. An Adviser expects to be subject to a potential conflict of interest with a Private Investment Fund in recommending the retention or continuation of a third-party Service Provider to such Private Investment Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the Service Provider or its affiliate(s) will continue to invest in one or more Private Investment Funds, will provide the Adviser information about markets and industries in which such Adviser operates (or is contemplating operations) or will provide other services that are beneficial to such Adviser or its affiliates or one or more other Private Investment Funds. For example, the Management Company reserves the right to cause a Fund to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for such Fund; however, there can be no assurance that such payments will result in future deal flow, and, in certain cases, future deal flow may inure to the benefit of another or a successor Private Investment Fund (or an investment vehicle sponsored by an ABRY I Adviser or ABRY III Adviser) rather than the Fund making the payment. Additionally, ABRY has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. The Advisers expect to be subject to a potential conflict of interest in making such recommendations, in that an Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for a Private Investment Fund, while the products or services recommended

may not necessarily be the best or lowest cost option available to the portfolio companies held by a Private Investment Fund. In certain circumstances, current or former ABRY personnel have served and, in the future, may serve in interim or part-time roles at a portfolio company, or may provide services to a portfolio company as a secondee or in similar capacities. These arrangements have a potential for conflicts of interest. Due to the nature of secondee relationships, which are often initiated to meet a temporary portfolio company need, the arrangements between such employees and the related portfolio company are expected to change over time, and in many cases will be terminated when the portfolio company is sold. Employees may or may not return to ABRY at the end of such secondee arrangement. Because certain expenses are paid for by a Private Investment Fund and/or its portfolio companies or, if incurred by an Adviser, are reimbursed by a Private Investment Fund and/or its portfolio companies, such Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Private Investment Fund or its portfolio companies to incur) such expenses. In addition, as described above, Private Investment Funds, portfolio companies, or investors therein have paid and in the future expect to typically pay certain fees to or reimburse expenses of the Advisers or the Private Investment Funds for the expenses of Senior Advisors and other consultants (including consultants introduced or arranged by the Advisers and/or their affiliates that regularly provide services to one or more portfolio companies), and such amounts do not offset or reduce the Management Fee as described herein. Senior Advisors and other consultants generally make use of the Advisers’ resources or otherwise are associated with the Advisers. Senior Advisors are expected to include former employees of ABRY or certain portfolio companies, own interests in a General Partner, receive carried interest or receive other compensation from the Advisers and in some circumstances former Senior Advisors are expected to become ABRY employees or employees of portfolio companies. Consequently, the determination of whether individuals are Senior Advisors is expected to vary and/or be revisited. Senior Advisors and other consultants generally receive investment opportunities, reimbursements and other compensation that does not offset the Management Fee of any Private Investment Fund, as described herein. To the extent that Senior Advisors are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Private Investment Funds will bear a greater share of such compensation due to the utilization of the Senior Advisors’ services at a time when fewer portfolio companies or Private Investment Funds make use of such Senior Advisor. Under many of these arrangements, including where Senior Advisors are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount of tangible work product generated by the Senior Advisor. In circumstances where Senior Advisors provide services (including due diligence services) in connection with a portfolio company that is not consummated, the Private Investment Fund and not co-investors or other equity holders generally will bear the related amounts. Although the use of Senior Advisors and other consultants and the allocation of compensation paid to them by the Advisers, their affiliates, Private Investment Funds, and/or the portfolio companies subjects the Advisers and/or their affiliates to potential conflicts of interest, the Advisers believe that such potential conflicts have the potential to be reduced by the anticipated cost savings to the Private Investment Funds or portfolio companies (which is expected to be to the benefit of the applicable Private Investment Fund(s)) that will result if the cost of the

Senior Advisor is lower than market rates for the services provided and/or if the services of the Senior Advisor align with the Advisers’ model for the portfolio company and improve portfolio company performance. Although the Advisers seek to retain Senior Advisors and other consultants with a view to reducing costs to Private Investment Funds and portfolio companies and/or improving portfolio company performance, a number of factors may result in limited or no cost savings from such retention. The Advisers also seek to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that the Advisers believe will align such persons’ interests with those of the Private Investment Funds’ limited partners, and seek to retain only Senior Advisors, other consultants and Service Providers which they believe provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Except to the extent prohibited by the Fund Documents, an Adviser, its affiliates and personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. In certain instances, certain Principals serve as board members of, and collectively control, the sponsor of the SPAC. Although such Principals will continue to devote their time and attention to the investment activities of the Funds, they will have other obligations with respect to the SPACs as board members. In addition, such Principals may regularly obtain confidential information regarding various target companies and other investment opportunities that would be imputed to the Advisers. Therefore, if a Principal receives confidential information with respect to a company, the Private Investment Funds may face certain restrictions on their ability to pursue a transaction with that company or dispose of an investment. Subject to any limitations imposed by the Fund Documents and anti-“assignment” provisions of the Advisers Act, an Adviser, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Private Investment Funds, or expect to receive from the Private Investment Funds in the future. Subject to any restrictions in the Fund Documents, this monetization could occur in many forms, including: public offerings of the Management Company or an affiliate; borrowing against the Management Company’s or the relevant General Partner’s investment in, or right to receive revenues from, one or more Private Investment Funds; preferred financing or other strategic investment by a third party in one or more of the Adviser entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Private Investment Funds or in one or more of the Adviser entities to third parties; or other financial arrangements, including those in which an Adviser, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although ABRY and its personnel intend to abide by any “key person” or “time and attention” requirements in the Fund Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate ABRY in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance general partner commitment amounts, ABRY and/or its personnel generally will be less aligned with limited partners than would otherwise be the case.

Because each General Partner’s carried interest is based on a percentage of net realized profits, it has the potential to create an incentive for a General Partner to operate the relevant Private Investment Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise operate the relevant Private Investment Fund in the absence of such arrangement. Also, because there is a fixed investment period after which capital from investors in a Fund may only be drawn down in limited circumstances and because the Management Fee is, at certain times during the life of a Fund, based upon capital invested by such Fund, this fee structure may create an incentive to deploy capital when the General Partner may not otherwise have done so. Additionally, current U.S. federal income tax legislation generally treats certain allocations of capital gains to Service Providers by partnerships such as a Fund as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset which generated such gain for more than three years. This could reduce the after-tax returns of 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 carried interest, 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. The Fund Documents provide the Advisers with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that have the potential to affect the Advisers’ compensation. In making such determinations, the Advisers are subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for the Advisers or their affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the Management Fee and carried interest compensation arrangements. The Advisers expect to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are disposed of, permanently written down or completely written off for U.S. federal income tax purposes, in the manner described in the Fund Documents (such investments, “Impaired Value Investments”)) in order to receive greater ongoing Management Fees and, potentially, larger carried interest distributions than would otherwise be the case. Where the Management Fee is calculated taking into account the valuation of an investment, including a determination of whether an investment has become an Impaired Value Investment, the Advisers will have incentives to make determinations that result in the continued payment of, or a higher, Management Fee. Where the Fund Documents do not require Management Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, ABRY is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date Management Fees will include the value of capitalized Supplemental Fees, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to ABRY and its affiliates. ABRY and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. Additionally, the amount of carried interest owed to the relevant General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant General Partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of

investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Fund Documents. The criteria used by the Advisers in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of an Adviser’s determination that an investment is an Impaired Value Investment, and, except as set forth in the Fund Documents, none of the Advisers nor their affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the relevant Private Investment Fund’s holding period. The relevant General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the relevant Fund Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of the Advisers’ compensation is dependent in part on an investment’s status as an Impaired Value Investment, the Advisers face potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. For example, under the Fund Documents only once a permitted investment has been disposed of, permanently written down or completely written off for U.S. federal income tax purposes, as determined by the relevant General Partner in its sole discretion, will the Management Fee base be reduced accordingly. As a result, Management Fees are permitted to be charged with respect to a permitted investment (which, for the avoidance of doubt, includes all permitted investments in a portfolio investment in the aggregate) even after it has been written off for accounting purposes, and the relevant General Partner is incentivized to delay writing off Fund investments. In certain cases, ABRY may have the opportunity (but, subject to any applicable restrictions or procedures in the relevant Partnership Agreement, no obligation) to identify one or more secondary transferees of interests in a Private Investment Fund. In such cases, ABRY will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on suitability and other factors, and unless required by the relevant Partnership Agreement, will determine in its sole discretion whether the opportunity to receive a transfer of Private Investment Fund interests should be offered to one or more existing Private Investment Fund investors. The relevant General Partner also generally has authority under the Fund Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Private Investment Funds. The relevant General Partner also is permitted, but not obligated, to purchase Private Investment Fund interests from limited partners that desire to transfer their interests. The General Partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Private Investment Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the General Partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant general partner similarly expects to use its discretion to select limited partners from whom it will acquire Private Investment Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion

whether it will offer to purchase Private Investment Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Private Investment Fund. The Advisers have instituted a program under which portfolio companies owned by the Private Investment Funds are given the option to participate in purchasing, vendor or similar arrangements with the Advisers, their affiliates and other portfolio companies. Program participants expect to receive discounts negotiated with various Service Providers on a group-wide basis. Participants voluntarily participate in the program without cost. In certain cases, such arrangements will involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. The Advisers will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among a Private Investment Fund, such other vehicles, the Management Company and/or their applicable affiliates on a fair and reasonable basis, in their sole discretion, and may make corrective allocations should they determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Private Investment Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Advisers and their affiliates also participate in the program and receive similar benefits and discounts as the portfolio companies participating therein. No such amounts will result in additional offsets to the Management Fee. The Advisers believe the potential for conflicts relating to such arrangements is mitigated by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Private Investment Fund(s)) that will result if the negotiated discounts rates for goods and services are discounted due to scale or relative to those widely available in the market. Since the Management Company is permitted to retain certain Supplemental Fees (as described under Item 5. “Fees and Compensation”) in connection with Fund investments, it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. In many cases, Supplemental Fees are based on enterprise value or other metrics relating to a portfolio company, but also have the potential to be charged on a flat-fee basis or based on another metric, and there can be no assurance that the amount of Supplemental Fees charged will be proportional to the amount of hours of work performed or tangible work product generated on behalf of the portfolio company. ABRY, its personnel, affiliates or others designated by ABRY expect from time to time to receive compensation in the form of portfolio company securities. To the extent such securities are received, after any applicable offset provisions in the relevant Fund Documents are applied, ABRY and/or such other recipients will be permitted to retain such securities, and, in doing so, will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or ABRY, or retain such securities for a period consistent with their own financial and investment objectives, which may differ from those of the relevant Private Investment Fund). In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock, or similar instruments) the receipt of compensation in the form of securities typically has the result of diluting a Private Investment Fund’s relative ownership of the portfolio company awarding such compensation.

In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, ABRY reserves the right to accrue, defer or forego payments of Supplemental Fees, and reserves the right to charge interest at then-available rates with respect to such amounts. In such cases, in accordance with the Fund Documents, investors will not receive the benefit of Management Fee offsets with respect to such amounts until they are actually received. Even in circumstances where Supplemental Fees would be completely offset against Management Fees under the Fund Documents, ABRY’s receipt of Supplemental Fees when due from portfolio companies provides a benefit to ABRY in that it generally results in earlier availability of such amounts relative to Management Fee due dates. In accordance with the Fund Documents, investors will not receive interest or other compensation for the time period between Supplemental Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant Management Fees. ABRY will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Private Investment Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Private Investment Fund, intermediate entity or portfolio investment, such amounts will not accrue a preferred return under the relevant Private Investment Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Private Investment Fund’s performance figures, ABRY expects to have incentives to continue to hold the amounts for extended periods. In borrowing on behalf of a Fund, ABRY is subject to conflicts of interest, and in circumstances where interest accrues on any such outstanding borrowings at a rate lower than the relevant Fund’s preferred return, is expected to have incentives to cause the Fund to borrow in this manner rather than drawing down capital commitments. Where a preferred return begins to accrue after capital contributions are due (regardless of when the Fund borrows, makes the relevant investment, or pays expenses) and ceases to accrue upon return of these capital contributions, the use of borrowing to shorten the period between calling and returning capital limits the amount of time the preferred return will accrue. In circumstances where there is not a preferred return on funds borrowed in advance or in lieu of calling capital, Fund-level borrowing typically will reduce the amount of preferred return to which the limited partners would otherwise be entitled had the General Partner called capital, and thus could result in the relevant General Partner receiving carried interest sooner than it would without borrowing. In addition, when the Management Fee is calculated as a percentage of invested capital, a limited partner may pay Management Fees on borrowed amounts used to fund investments that have not yet been realized even though such amounts would not accrue preferred return as described above. It is expected that the costs relating to the establishment and/or maintenance of a subscription line of credit will be significant, and there can be no assurance that the benefits to limited partners will be commensurate with such costs. While the General Partner generally will not participate in a Fund-level borrowing facility, the General Partner bears its pro-rata share of the expenses related to facilities and these expenses net down the General Partner carry as well. ABRY and/or its affiliates reserve the right to enter into side letters with certain investors in a Private Investment Fund providing such investors with different or preferential rights or terms,

including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of ABRY’s compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s advisory committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Private Investment Fund’s Fund Documents. Certain side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. ABRY is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Private Investment Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to the Advisers, their affiliates and personnel or the Private Investment Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longerterm benefits to the Advisers, their affiliates and personnel, or the Private Investment Funds). Further, side letters also are expected to relate to strategic relationships under which an investor agrees to make Commitments to multiple Private Investment Funds. Except in certain circumstances and on the timing required by the Fund Documents, other investors will not receive disclosure of side letters or related provisions, and as a general matter, the other investors will have no recourse against a Private Investment Fund, the Advisers or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. Side letters subject the Advisers to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Private Investment Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Private Investment Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments. Although the Advisers believe it to be unlikely, excuse rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Fund Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant

Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Private Investment Fund. Under the Fund Documents, a Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Fund Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain advisory committee members are expected to have various business and other relationships with the Advisers (including longstanding investing relationship) and their partners, employees and affiliates. In certain circumstances, these factors will influence advisory committee members to be more aligned with the Advisers and in other circumstances, these factors will make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory committee, and the Advisers expect to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A General Partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the General Partner and other factors. The Advisers are permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Although the Fund Documents generally contain broad exculpation and indemnification provisions, the Advisers will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Private Investment Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by the Advisers are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Fund Documents. Investors generally will be responsible for insurance premiums, as set forth in the Fund Documents, regardless of whether the liability and/or indemnity standards in the Advisers’ insurance coverage are higher or lower than that set forth in the Fund Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the General Partner’s appointment of portfolio company directors, they typically will

not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. Any of these situations subjects an Adviser and/or its affiliates to potential conflicts of interest. The Advisers believe that the significant investment of the Principals in each Fund (or a fund of an ABRY I Adviser or ABRY III Adviser), as well as the Principals’ interests in the carried interest, operate to align, to some extent, the interests of the Principals with the interest of each Fund’s limited partners, although the Principals have economic interests in such other Private Investment Funds and investments as well and may receive management fees and carried interests relating to these interests.

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.

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.

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.

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 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.

Investment advice is provided directly to each Private Investment Fund and not individually to the limited partners of any Private Investment Fund.

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.