The Management Company, a Delaware limited liability company and a registered
investment adviser, and its affiliates (collectively, “ABRY”) provide investment advisory services
to private investment funds. The Management Company commenced operations in 2023.
The following investment adviser serves as general partner to the Fund (defined below)
and is subject to the Advisers Act pursuant to the Management Company’s registration in
accordance with SEC guidance: ABRY X Capital Partners, L.P. (the “General Partner,” 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 VI Capital Partners, L.P.; ABRY Senior Equity Investors II, L.P.; ABRY Senior Equity
Investors III, L.P.; ABRY ASF Investors, L.P.; ABRY ASF Investors II, L.P.; ABRY Investment
GP, LLC; ABRY Senior Equity Co-Investment GP, LLC; ABRY Senior Equity Co-Investment
GP III, LLC (each, an “ABRY I Adviser”); ABRY Partners II, LLC; ABRY Investment AI GP,
LLC; ABRY Investment II GP, LLC; ABRY Partners VII Co-Investment GP, LLC; ABRY VII
Capital Partners, L.P.; ABRY Partners VIII Co-Investment GP, LLC; ABRY VIII Capital Partners,
L.P.; ABRY Partners VIII Co-Investment GP (Cayman AIV), LLC; ABRY VIII Capital Partners
(Cayman AIV), L.P.; ABRY IX Capital Partners, L.P.; ABRY Partners IX Co-Investment GP,
LLC; ABRY Senior Equity Investors IV, L.P.; ABRY Senior Equity Co-Investment GP IV, LLC;
ABRY ASF Investors III, L.P.; ABRY ASF Investors IV, L.P.; ABRY Heritage Capital Partners,
L.P.; ABRY Heritage Partners Co-Investment GP, LLC; ABRY Senior Equity Investors V, L.P.;
ABRY 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
Partners Co-Investment GP (Cayman AIV), LLC; ABRY Heritage Capital Partners (Cayman
AIV), L.P.; ABRY Heritage Capital Partners II, L.P.; ABRY Heritage Partners Co-Investment GP
II, LLC; and ASE Silk Aggregator GP, LLC (each, an
“ABRY II Adviser”). ABRY Partners, LLC and ABRY Partners II, LLC is each separately
registered under the Advisers Act and each of the other ABRY I Advisers and ABRY II Advisers
is subject to the Advisers Act pursuant to ABRY Partners, LLC’s and ABRY Partners II, LLC’s
registrations, respectively, in accordance with SEC guidance. The Registrant’s employees provide
services to the ABRY I Advisers and the ABRY II Advisers.
The Advisers’ clients include the private investment funds listed below (and collectively,
with any other future private investment funds to which the Management Company and/or its
affiliates provide investment advisory services, including any co-investment funds, single
investment funds and alternative investment vehicles, the “Private Investment Funds”).
Equity Funds
• ABRY Partners X-A, L.P and ABRY Partners X-B, L.P. (together, “ABRY
Partners X” or the “Fund” and with any future funds with a similar investment
strategy, “Equity Funds”)
Pursuant to the Fund’s agreements of limited partnership (together, the “Partnership
Agreement”), the General Partner has the authority to manage the business and affairs of the Fund.
The General Partner has delegated, subject to its oversight, day-to-day responsibility for the
management and operations of the Fund to the Management Company pursuant to a management
agreement between the General Partner and the Management Company (the “Management
Agreement”).
Interests in the Fund are privately offered to qualified investors in the United States and
elsewhere. The investment advisory services provided to the Fund 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 Fund is a
private equity fund that invests through negotiated transactions in operating entities. The Fund
invests predominantly in non-public companies, although the Fund may invest in public
companies, subject to certain limitations set forth in the Partnership Agreement. The Fund
generally seeks 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 Fund’s interests in the portfolio company.
The Advisers’ advisory services to the Fund are detailed in the Fund’s private placement
memorandum, the Management Agreement and the Partnership Agreement (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 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. The Fund or
the 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.
The Advisers are permitted to serve as an investment manager to co-investment funds
structured to facilitate investments by affiliated co-investors alongside the primary Private
Investment Funds on a fixed pro-rata basis with the commitments to such vehicles generally being
variable on an annual basis. To the extent that a particular investment opportunity, in the Advisers’
sole discretion, exceeds the desired allocation to the 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 Fund, including certain
current or prospective investors, investors in ABRY Partners, LLC or ABRY Partners II, LLC
advised funds, other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel or ABRY personnel and/or its affiliates. The
Advisers may also organize one or more co-investment funds to co-invest alongside the Fund 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. The Advisers are
permitted to facilitate co-investments directly into a portfolio company. Single investment funds
may be formed for this purpose and operate in a manner similar to the co-investment funds. Co-
investment funds will 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 may elect not to charge a
management fee to or receive carried interest from such co-investment funds and, therefore, certain
co-investment funds may not pay management fees or carried interest.
In addition to the foregoing, the Advisers are permitted to serve as the investment manager
to a number of special purpose vehicles through which the Fund is permitted to invest. The
Advisers may form special purpose vehicles to facilitate portfolio investments by the Fund 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 will be determined on the
basis of the Fund that invests through such special purpose vehicle. Under the Partnership
Agreement, the General Partner also has the authority to form alternative investment vehicles to
invest in lieu of the Fund (each, an “alternative investment vehicle”), to the extent appropriate to
address tax, regulatory or economic matters, and the limited partners of the relevant 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 Partnership
Agreement. 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 may
employ hedging techniques designed to reduce the risks of adverse movements in interest rates,
securities prices, and currency exchange rates.
As of March 29, 2024, the Management Company had approximately $202,300,000 in
client assets under management. The Management Company is principally owned by C.J. Brucato,
III.