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Attached please find an electronic copy of the Confidential Private Placement Memorandum, dated May 2004 (the “Memorandum”), relating to membership interests (“Interests”) offered by Special Opportunities Fund II, LLC (the “Fund”) and placed by Deutsche Bank Alex. Brown, a division of Deutsche Bank Securities Inc., as placement agent for the Fund (the “Placement Agent”). The Memorandum is highly confidential and does not constitute an offer to any person (other than the recipient) or to the public generally to subscribe for or otherwise acquire the Interests described therein. DISTRIBUTION OF THE MEMORANDUM TO ANY PERSON OTHER THAN (i) THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION FROM PRECISION CAPITAL, LLC (THE “MANAGER”) OR THE PLACEMENT AGENT AND THEIR RESPECTIVE AGENTS, AND (ii) ANY PERSONS RETAINED TO ADVISE THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION FROM THE MANAGER OR THE PLACEMENT AGENT WITH RESPECT THERETO IS UNAUTHORIZED. ANY PHOTOCOPYING, DISCLOSURE OR ALTERATION OF THE CONTENTS OF THE MEMORANDUM, AND ANY FORWARDING OF A COPY OF THE MEMORANDUM OR ANY PORTION THEREOF BY ELECTRONIC MAIL OR ANY OTHER MEANS TO ANY PERSON OTHER THAN THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION FROM THE MANAGER OR THE PLACEMENT AGENT, IS PROHIBITED. BY ACCEPTING DELIVERY OF THE MEMORANDUM, THE RECIPIENT AGREES TO THE FOREGOING.


FOR THE EXCLUSIVE USE OF:

COPY NO.:

___________________________________________

______________________

SPECIAL OPPORTUNITIES FUND II, LLC Investing in funds managed by Bain Capital, LLC and its affiliates

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Precision Capital, LLC, as Manager

Dated: May 2004


SPECIAL OPPORTUNITIES FUND II, LLC (THE “FUND”) IS A LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE. THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (“MEMORANDUM”) SETS FORTH CERTAIN INFORMATION ABOUT THE FUND THAT A PROSPECTIVE INVESTOR SHOULD EXAMINE BEFORE INVESTING. MEMBERSHIP INTERESTS OF THE FUND (“INTERESTS”) ARE NOT OBLIGATIONS OF, NOR GUARANTEED BY, PRECISION CAPITAL, LLC, DEUTSCHE BANK AG, DEUTSCHE BANK SECURITIES INC. OR ANY OF THEIR AFFILIATES, ARE NOT ENTITLED TO THE BENEFIT OF DEPOSIT INSURANCE OR GOVERNMENT GUARANTEES, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF PRINCIPAL AMOUNT INVESTED. INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), OR THE SECURITIES LAWS OF ANY STATE. INTERESTS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT, REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS. INTERESTS CANNOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION THEREFROM. NO FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM NOR IS IT INTENDED THAT IT WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF INTERESTS IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY INFORMATION RELATING TO INTERESTS WHICH ARE INCONSISTENT WITH THOSE CONTAINED IN THIS MEMORANDUM. NO OFFERING LITERATURE, EXCEPT AS PROVIDED BY THE MANAGER (AS DEFINED HEREIN), OR ADVERTISING, IN WHATEVER FORM, HAS BEEN AUTHORIZED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MEMORANDUM OR ANY DOCUMENT DESCRIBED HEREIN, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF ii


THE INTERESTS AND THE FUND, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE INTERESTS AND THE FUND, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT AND THAT MAY BE RELEVANT TO UNDERSTANDING SUCH U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. EACH INVESTOR MUST ACQUIRE AN INTEREST SOLELY FOR SUCH INVESTOR’S OWN ACCOUNT, FOR INVESTMENT, AND NOT WITH ANY INTENTION OF DISTRIBUTION, TRANSFER, OR RESALE, EITHER IN WHOLE OR IN PART. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THERE IS NO PUBLIC OR OTHER MARKET FOR INTERESTS, AND NO SUCH MARKET WILL DEVELOP. SEE “PRINCIPAL RISK FACTORS” BELOW. THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND PROPRIETARY TO THE MANAGER (AS DEFINED HEREIN) AND ITS AFFILIATES AND IS BEING PROVIDED TO THE RECIPIENT NAMED ON THE COVER PAGE HEREOF, IN CONFIDENCE, ON THE UNDERSTANDING THAT THE RECIPIENT WILL OBSERVE AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS PARAGRAPH AND THE PARAGRAPHS BELOW. THEREFORE, THE RECIPIENT OF THIS MEMORANDUM SHALL PROMPTLY RETURN THIS MEMORANDUM TO THE MANAGER IF ANY OF SUCH TERMS AND CONDITIONS ARE NOT ACCEPTABLE, AND THE RECIPIENT’S ACCEPTANCE OF THIS MEMORANDUM SHALL CONSTITUTE AN AGREEMENT TO BE BOUND BY SUCH TERMS AND CONDITIONS. THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN IS FOR THE EXCLUSIVE USE OF THE RECIPIENT NAMED ON THE COVER PAGE HEREOF FOR THE SOLE PURPOSE OF EVALUATING THE PRIVATE PLACEMENT DESCRIBED HEREIN, MAY NOT BE REPRODUCED, PROVIDED, OR DISCLOSED TO OTHERS (EXCEPT TO THE RECIPIENT’S PROFESSIONAL ADVISERS), OR USED FOR ANY OTHER PURPOSE, WITHOUT WRITTEN AUTHORIZATION, AND UPON REQUEST WILL BE RETURNED TO THE MANAGER. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION WHICH IS NOT INCLUDED OR IS CONTRARY TO THE INFORMATION CONTAINED IN THIS MEMORANDUM, AND IF GIVEN OR

iii


MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. SUMMARIES OF CERTAIN PROVISIONS OF THE FUND’S LIMITED LIABILITY COMPANY AGREEMENT (“LLC AGREEMENT”) AND OTHER DOCUMENTS ARE CONTAINED IN THIS MEMORANDUM, BUT SUCH SUMMARIES ARE QUALIFIED ENTIRELY BY THE DOCUMENTS WHICH THEY SUMMARIZE. THE FUND AND THE MANAGER AND THEIR RESPECTIVE AFFILIATES ARE NOT AFFILIATES OF BAIN CAPITAL, LLC (“BAIN CAPITAL”) OR ANY OF ITS AFFILIATES. PURCHASERS OF THE INTERESTS OFFERED HEREBY WILL NOT BE LIMITED PARTNERS IN ANY INVESTMENT FUND MANAGED BY BAIN CAPITAL OR ANY OF ITS AFFILIATES, AND WILL HAVE NO DIRECT INTEREST IN ANY SUCH INVESTMENT FUND OR ANY STANDING OR RECOURSE AGAINST ANY SUCH INVESTMENT FUND OR BAIN CAPITAL OR ANY OF ITS AFFILIATES. SUCH INVESTMENT FUNDS AND THEIR SPONSORS ARE NOT RESPONSIBLE FOR THE FORMATION OF THE FUND, NOR HAVE THEY BEEN INVOLVED IN THE MARKETING OR SOLICITATION OF INTERESTS IN THE FUND. THE OFFERING OF INTERESTS IN THE FUND SHOULD NOT BE CONSIDERED AN OFFERING OF INTERESTS IN ANY SUCH INVESTMENT FUND. THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSTRUED AS INVESTMENT, FINANCIAL, BUSINESS, LEGAL, REGULATORY, ACCOUNTING, TAX OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR IS URGED TO SEEK INDEPENDENT ADVICE CONCERNING THE CONSEQUENCES OF INVESTING IN THE FUND. THE DELIVERY OF THIS MEMORANDUM AND THE OFFER OR ISSUANCE OF INTERESTS DO NOT CONSTITUTE A REPRESENTATION THAT EVERY ITEM OF INFORMATION CONTAINED HEREIN IS OR WILL BE CORRECT SUBSEQUENT TO THE DATE OF THIS MEMORANDUM. EACH PROSPECTIVE INVESTOR IS INVITED TO MEET WITH REPRESENTATIVES OF THE MANAGER TO DISCUSS THE TERMS AND CONDITIONS OF THIS OFFERING OF INTERESTS AND TO OBTAIN ADDITIONAL INFORMATION (TO THE EXTENT THE MANAGER POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE) NECESSARY TO VERIFY THE INFORMATION CONTAINED HEREIN. NOTICE REGARDING FLORIDA SALES WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF SEC RULE 144A AND CERTAIN OTHER INSTITUTIONAL PURCHASERS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE “FLORIDA ACT”)), ANY SUCH SALE iv


MADE PURSUANT TO SECTION 517.061(11) OF THE FLORIDA ACT SHALL BE VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER (A) RECEIPT OF THIS MEMORANDUM OR (B) THE FIRST PAYMENT OF MONEY OR OTHER CONSIDERATION TO THE PARTNERSHIP, AN AGENT OF THE PARTNERSHIP, OR AN ESCROW AGENT, WHICHEVER OCCURS LATER.

v


DIRECTORY Company:

Special Opportunities Fund II, LLC c/o Precision Capital, LLC 787 Seventh Avenue 9th Floor New York, New York 10019

Manager:

Precision Capital, LLC 787 Seventh Avenue 9th Floor New York, New York 10019

Placement Agent:

Deutsche Bank Alex. Brown, a division of Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005

Administrator:

Investors Bank & Trust Co. 200 Clarendon Street Boston, MA 02116

Auditor:

PricewaterhouseCoopers, LLP 125 High Street Boston, Massachusetts 02110

Legal Counsel to the Fund and Manager:

Cadwalader, Wickersham & Taft LLP 100 Maiden Lane New York, New York 10038

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TABLE OF CONTENTS Section

Page

EXECUTIVE SUMMARY .............................................................................................................1 INVESTMENT OBJECTIVE AND STRATEGY ..........................................................................4 BAIN CAPITAL..............................................................................................................................6 MANAGER ...................................................................................................................................17 KEY TERMS AND CONDITIONS OF THE FUND ...................................................................18 PRINCIPAL RISK FACTORS......................................................................................................27 CONFLICTS OF INTEREST........................................................................................................33 TAX CONSIDERATIONS............................................................................................................33 ANTI-MONEY LAUNDERING REGULATIONS......................................................................41 ADMINISTRATOR ......................................................................................................................43 AUDITOR......................................................................................................................................43 LEGAL COUNSEL .......................................................................................................................43 APPENDIX A - BAIN CAPITAL CURRENT VALUATION AND IRR METHODOLOGY ................................................................................................ A-1 APPENDIX B – BAIN CAPITAL INVESTMENT PROFESSIONALS ...................................B-1

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EXECUTIVE SUMMARY The Fund Special Opportunities Fund II, LLC (the “Fund”), a Delaware limited liability company, will make investments in funds (“Investment Funds”) exclusively managed by Bain Capital, LLC and its affiliates (“Bain Capital”). The Fund will invest in Investment Funds which may be closed to new investors or whose minimum investment requirements may be substantially higher than the Fund’s minimum investment requirement. Bain Capital Background. Established in 1984, Bain Capital is one of the world’s leading private investment firms with over 150 investment professionals and $17 billion in assets under management. Bain Capital has an extensive global presence, with offices in Boston, New York, London and Munich. Bain Capital’s principal investment activities include private equity, hedge funds and leveraged debt funds. Within the private equity area, Bain Capital has invested in approximately 200 companies through seven partnerships over the past 20 years. The private equity activity principally includes leveraged buyouts and growth capital investments across a wide variety of industry sectors. Private Equity Track Record. Bain Capital’s first six private equity funds achieved an average annualized rate of return of approximately 81.9% per annum on all realized investments and 52.3% per annum on all investments through December 31, 2003. Bain Capital believes that its returns on invested assets in its private equity funds are among the highest in the LBO community over it 20-year investing period. Set forth below is a summary of the investment performance of Bain Capital’s first six private equity funds. No assurances can be made with regard to the Fund’s success, and past performance of Investment Funds may not be indicative of the Fund’s future performance. The Fund will not invest solely in private equity, but will also invest in public equity hedge and high yield debt funds. Bain Capital Private Equity Returns Funds I – VI (Unaudited) September 30, 1984 - December 31, 2003 Fund I Fund II Fund III Fund IV Fund V Fund VI

1

Vintage Year

Implied Net Annual IRR1

1984 1987 1989 1993 1995 1998

60.8% 37.6% 32.5% 66.1% 47.7% 10.2%

Average Gross Annual IRR1

Total Investments (Funds I – VI)

52.3%

Realized Investments (Funds I – VI)

81.9%

See Appendix A for a description of Bain Capital IRR Methodology

Source: Bain Capital


Differentiated Strategy. Over the past two decades, Bain Capital has found that a combination of a strong management team, sound fundamental business analysis, and a focused strategy can substantially improve a company’s income as well as its long-term strategic value. The firm has focused on building businesses through the aggressive pursuit of operational improvements and long-term profitability. Team. The depth of diligence and ongoing operational support necessary to accomplish these objectives requires a deep team. Accordingly, Bain Capital believes that it has structured its business with one of the highest number of investment professionals per dollar under management of any of its significant industry peers. Consistent with the firm’s objective to add value through a focus on operational improvements, more than two thirds of the firm’s 150 investment professionals were trained at strategic consulting firms or have direct operational experience. Bain Capital investment professionals have historically been, and intend to continue to be, the largest investor in each of their investment strategies. Accordingly, a “principal investor orientation” pervades the firm’s culture and encourages proactive collaboration across all of the firm’s initiatives. The firm has a long history of attracting and retaining extraordinary talent, supported by a successful partnership culture, broadly shared economics and a well developed system of growing the next generation of leaders within the firm. Firm leadership occurs through committee structures which have shown effectiveness and resiliency over two decades. For a description of the backgrounds and experience of certain of the Bain Capital investment professionals, see Appendix B attached hereto. Value-Added Investment Approach. Bain Capital has an extensive deal sourcing network. With one of the largest teams in the industry, top-tier investment banking client status, an extensive network of portfolio companies and value-added investors, and a superior reputation, the firm is a sought-after choice for many sellers and management teams. Bain Capital employs a rigorous, data-driven, consulting-based approach to investing, which is based upon an extensive understanding of industry dynamics, competitive positioning and fundamental business analysis. The firm has a broad and deep industry knowledge team based on direct investment experience in most major sectors of the economy. This experience and approach, combined with its large professional staff, give the firm the flexibility to pursue a wide range of investments as it seeks to capitalize on dynamic economic fundamentals. Each investment is undertaken with a clear blueprint for value creation. Upon making an investment, Bain Capital provides strong support to talented management teams. The firm features a dedicated portfolio group of 12 professionals who assist with the implementation of operating plans for growth and profit improvement. The firm’s consultative approach, combined with a blend of strategic and operating capabilities, is well-received by management teams and investment partners alike.

2


Bain Capital also has extensive experience harvesting investments. The firm’s strong ties with leading investment banks, corporate relationships, and the independent public market perspectives from Brookside Capital, its public equity hedge fund manager, and Sankaty Advisors, its high yield debt manager, all provide unique and extensive perspectives. Current Strategies Bain Capital Private Equity. Bain Capital Private Equity has raised seven funds and invested in approximately 200 companies. The private equity activity includes leverage buyouts and growth capital in a wide variety of industries. Bain Capital Limited. Bain Capital Limited, an affiliate of Bain Capital, LLC, is dedicated to investment opportunities in the European market. Based in London and Munich, and building off Bain Capital’s successful European investment track record since 1989, Bain Capital Limited pursues a wide variety of investment opportunities. Bain Capital Limited has approximately $500 million of committed capital as of March 31, 2004. Bain Capital Ventures. Bain Capital Ventures, with approximately $250 million of committed capital as of March 31, 2004, is the venture capital arm of Bain Capital, focused on seed through late-stage growth equity investing in software, hardware, information, healthcare, and technology-driven business services companies. Brookside Capital. Brookside Capital is the public equity affiliate of Bain Capital with approximately $3.8 billion of committed capital as of March 31, 2004. Brookside’s primary objective is to invest in securities of publicly traded companies that offer opportunities to realize substantial long-term capital appreciation. Sankaty Advisors. Sankaty Advisors, the fixed income affiliate of Bain Capital, is one of the nation’s largest private managers of high yield debt obligations. With over $8.5 billion of committed capital as of March 31, 2004, Sankaty invests in a wide variety of securities, including leveraged loans, high-yield bonds, distressed debt, mezzanine debt, convertible bonds, structured products and equity investments. Manager Precision Capital, LLC, a Delaware limited liability company formed in May 2004, is the member manager of the Fund (“Manager”), and in such capacity is responsible for managing the Fund’s business affairs and investment activities. The Manager’s investment activities generally will be limited to selecting the Investment Funds in which the Fund invests. Todd Kesselman and Gina LaVersa are the principals of the Manager and will be responsible for managing the Fund’s business affairs and investment activities. Previously, Mr. Kesselman and Ms. LaVersa were Directors at Deutsche Bank Securities Inc. (“DBSI”) where they were responsible for originating, structuring, distributing and managing the Deutsche Banc Alex. Brown Special Opportunities Fund LLC (“Fund I”) from inception until March 31, 2004. Fund I has a similar investment objective and employs a similar investment strategy as the Fund. As of March 31, 2004, the Manager acts as subadvisor to Fund I pursuant to an agreement between the Manager and DBSI. 3


The aggregate capital commitments of Fund I are $201,415,000, of which 90% has been paid-in as of March 31, 2004. Fund I has made commitments as of March 31, 2004 to the following funds: Bain Capital Fund VII ($65 million), Bain Capital Coinvestment Fund VII ($65 million), Bain Capital Fund VII-Europe ($25 million), Bain Capital Venture Fund ($15 million), Sankaty Funds ($43 million) and Brookside Capital Partners Fund ($12 million). Additional information regarding the performance of Fund I is available from the Manager upon request. Placement Agent Deutsche Bank Alex. Brown, a division of DBSI, will serve as placement agent for the Fund (the “Placement Agent”). INVESTMENT OBJECTIVE AND STRATEGY Investment Objective The Fund will seek to achieve an annual rate of return on invested capital in excess of the returns generated by conventional investments in the public equity market and the private equity market by investing in funds exclusively managed by Bain Capital. There can be no assurance that the Fund will achieve its investment objective or that the principal amount invested by investors (“Investors”) in the Fund will be returned. Investment Strategy General. The Fund intends to invest all of its net assets in Investment Funds managed by Bain Capital (other than short-term cash investments). A majority of the Investment Funds in which the Fund intends to invest will make equity investments in private U.S. and non-U.S. companies that are diversified by industry sectors, geographic locations and stages of development. These companies will be engaged in activities that encompass a variety of industry sectors, including the consumer products, business services, healthcare, technology, manufacturing, retail, telecommunication and media sectors. The securities acquired by such Investment Funds may be issued in connection with leveraged buyouts, recapitalizations, venture capital transactions, expansion opportunities, reorganizations resulting from financial distress, and other special situations. The Investment Funds are expected to include a hedge fund that purchases and sells short equity securities of public companies and late-stage private companies and funds that generally will invest on a leveraged basis in portfolios of below investment grade assets. The other investors in such Investment Funds are expected to be primarily institutional investors, such as pension funds, banks, endowments and foundations. Investors will gain access to a portfolio of Investment Funds managed by Bain Capital, one of the world’s leading alternative asset management firms. In addition, an investment in the Fund will enable Investors to participate in Investment Funds that may be generally closed to new investors or whose minimum investment requirements typically may be substantially higher than the Fund’s minimum investment requirement.

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Investment Funds. The Manager has identified and intends to make commitments to the following funds on behalf of the Fund, each of which has been or is expected to be organized by Bain Capital: Target Allocation

Fund •

Bain Capital Private Equity Fund VIII. To be organized to make private equity investments in middle market and larger transactions

25.0-30.0%

Bain Capital Private Equity Coinvestment Fund VIII. To be organized to participate with Bain Capital Fund VIII to finance private equity investments in larger transactions that require more than $200 million in equity to be invested

25.0-30.0%

Bain Capital Europe Fund. To be organized to make private equity investments in companies located primarily in Western Europe

10.0-20.0%

Sankaty Funds. Funds to be organized to invest in secured bank loans, high yield bonds and other special opportunities

20.0-25.0%

Bain Capital Venture Fund. To be organized to make venture capital investments in private companies

5.0-15.0%

Brookside Capital Partners Fund. Investments in long or short positions of public companies and late-stage private companies

10.0-15.0%

It is the Manager’s intention for the Fund to make an investment in an Investment Fund and to hold such investment (without regard to performance) until the earlier of the dissolution of the Fund or such Investment Fund. The Manager may in its sole discretion select additional funds managed by Bain Capital and/or increase or decrease (including to zero) any of the target percentage allocations described above. In either case, the Manager’s decision will be based upon the particular investment opportunities at hand and the impact on the overall portfolio diversification of the Fund. The Fund’s assets may also be in the form of (i) secondary market investments in funds exclusively managed by Bain Capital, and/or (ii) co-investments in private companies parallel with investments by one or more of the Investment Funds (provided that such coinvestments may not exceed 10% of the Fund’s assets). It is the Manager’s intention for the Fund to make any such co-investment and to hold such co-investment (without regard to performance) for so long as such co-investment is held by an Investment Fund. Brookside Capital Partners Fund and the Sankaty Funds may purchase equity securities in an initial public offering that is deemed to be a “new issue” (within the meaning of 5


Rule 2790 (“Rule 2790”) promulgated by the National Association of Securities Dealers, Inc. (“NASD”)). Net profits and losses attributable to new issues will be allocated to the Fund and certain other partners of the Brookside Capital Partners Fund and the Sankaty Funds (as applicable). The Rule 2790 generally prohibits sales of new issues to accounts in which “restricted persons” hold an interest. Each Investor will be required to complete a New Issue Statement (“New Issue Statement”) for the purpose of determining whether such Investor is/is not a “restricted person.” Investors who are deemed to be restricted persons will not participate in net profits and losses attributable to new issues allocated to the Fund (“New Issue Profits and Losses”). The Manager will have the right in connection with any investment to direct the capital contributions of some or all of the Investors to be made through one or more alternative investment vehicles if, in the judgment of the Manager, the use of such vehicle or vehicles would allow the Fund to overcome legal or regulatory constraints or invest in a more tax efficient manner and/or would facilitate participation in certain types of investments. Investors will not be investors in any of the Investment Funds. Accordingly, Investors will not have voting rights in the Investment Funds or their affiliates. Moreover, Investors will not have standing or recourse against Bain Capital or any of the Investment Funds or their affiliates. BAIN CAPITAL Key Elements of Bain Capital’s Investment Strategy Bain Capital’s investment philosophy is characterized by its belief that a combination of strong management, sound fundamental business analysis, focused strategy and aggressive action substantially improves a business’s profits and value. Bain Capital’s strategy is to combine state-of-the-art financial engineering with proven operating skills to grow sales, increase profitability and build long-term value. Bain Capital’s success has been based on a number of strategic elements, including: Highest Quality People. Bain Capital seeks to attract and retain individuals who have demonstrated exceptional ability in sourcing, analyzing, financing, negotiating, and structuring investments. Bain Capital’s approximately 150 investment professionals possess extensive experience in consulting, banking, finance, law, accounting and operations. Proven Analytical Approach. Bain Capital’s exhaustive commitment of human resources to the due diligence process enables it to carry out a comprehensive financial and strategic analysis of each potential investment. The strategic evaluation typically includes market research, customer and supplier interviews, product and cost comparison with a company’s key competitors, and management interviews and reference checks. One of the most important assessments is calibrating the strengths and weaknesses of the management team. Bain Capital has substantial expertise in evaluating management capability due to its accumulated experience working intimately with its many portfolio companies. The due 6


diligence process also includes a detailed analysis of each company’s capital structure and access to capital, as well as regulatory, tax and legal considerations. Proprietary Deal Flow. The quality and quantity of investment opportunities seen by Bain Capital is the lifeblood of its alternative asset management business. Bain Capital believes that it will continue to see excellent opportunities because of its: •

Personal Contacts. Bain Capital enjoys extensive, high-quality industry contacts through its network of almost 200 private equity portfolio companies and the comprehensive experience of its investment professionals. Portfolio company executives are an extremely helpful and efficient source of information regarding industry performance and trends, competitive dynamics, management references, and further industry contacts. In addition, Bain Capital’s limited partners include over 100 chief executive officers or senior-level executives with whom Bain Capital has built relationships over the years.

Relations with Leading Investment Banks and LBO Sponsors. Due to its strong relationships, Bain Capital is presented with numerous opportunities from leading investment banks. In addition, other sponsor groups approach Bain Capital to partner in leveraged acquisitions.

Reputation for Integrity and Excellence. As a result of its outstanding reputation, potential targets often approach Bain Capital directly with situations which present proprietary investment opportunities.

Value Added Support for Portfolio Companies. Bain Capital’s high ratio of investment professionals to assets under management enables it to provide its portfolio companies with high levels of ongoing strategic advice and support (including serving on corporate board and temporarily filling operating positions). Bain Capital’s team includes individuals with proven operational capabilities to support a company’s management team in achieving the profit improvement and value enhancement opportunities identified in the business plan developed by Bain Capital prior to making each investment. Each investment is predicated on a detailed understanding of how Bain Capital can build value. Investment themes that Bain Capital has employed to build value include: •

Strategic growth platforms

Industry consolidations

Turnaround opportunities

Situations where Bain Capital’s comprehensive industry analysis led it to take a contrarian market view

Situations where Bain Capital believed it could unlock value through a change in management or strategic direction.

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Bain Capital Private Equity Track Record Bain Capital believes that its returns on invested assets in its private equity funds are among the highest in the LBO community over its 20-year investing period. Set forth in Tables I and II below is a summary of the investment performance of Bain Capital’s private equity funds. TABLE I Summary of Bain Capital Private Equity Investments (Funds I – VI (a)) ($Thousands) (Unaudited)

Key Airlines Holson Burnes Group Accuride Vetco Gray Handbag Holdings PPM Stage Stores (SRI) Libri ABRY Communications Damon Polymerics/Tulip Brookstone Masland EduServ Technologies Leiner American Pad & Paper Duane Reade Preferred Technical Group Gilbert Engineering GS Industries GT Bicycles Stream Int’l/Corp Soft/Modus Media PSI Totes Steel Dynamics Physio Control Waters ICON Health & Fitness Humpty Dumpty Snack Foods FTD Dade Behring Investment Resource Management Auto Palace / ADAP Alliance Entertainment Jostens Learning Wesley Jessen VisionCare Miltex Instruments Cambridge Industries Argencard Sportcraft AMF Bowling Claricom Holdings Medical Specialties

Date of Initial Investments 1984 1986 1986 1988 1988 1988 1988 1989 1989 1989 1989 1991 1991 1991 1992 1992 1992 1992 1992 1993 1993 1993 1993 1994 1994 1994 1994 1994 1994 1994 1994 1995 1995 1995 1995 1995 1995 1995 1995 1995 1996 1996 1996

8

Investment Amount $ 2,000 10,010 2,604 3,776 4,189 2,165 9,587 3,750 4,290 3,395 4,201 4,181 10,442 4,132 2,776 5,060 16,080 6,958 3,145 24,518 6,376 9,577 6,511 9,410 18,263 8,524 26,633 45,534 3,357 5,711 30,473 4,533 4,976 25,137 13,616 6,424 4,926 17,065 4,312 4,329 18,598 6,702 9,628

Total Value (b) $ 5,369 22,621 61,219 15,995 993 254 184,432 32,936 32,309 10,860 0 47,213 69,948 400 9,171 107,181 58,924 74,545 85,218 33,884 31,858 19,428 6,511 0 103,715 176,876 204,516 13,379 6,365 60,307 216,556 4,152 2,166 10,021 0 308,243 4,502 0 2,876 0 0 28,497 0

Implied Gross Annual IRR (b) 52.9% 20.9 1,122.8 66.4 (26.9) (65.7) 62.9 55.4 55.0 37.9 -126.1 132.9 (29.6) 27.0 130.0 31.1 207.7 128.2 416.3 70.7 26.6 0.0 -82.1 844.4 227.9 (15.7) 19.6 29.9 59.0 (3.1) (22.7) (84.9) -314.9 (2.1) -(11.0) --65.1 --


Bocchi Laboratories DDi Corp. Valmont (PiRod) Physicians Quality Care Experian Corporation 62nd Street Broadcasting Walco International Kranson Industries Autosystems Manufacturing Therma-Wave Premier Brands / Mother’s Kitchen Vivra Specialty Partners Artisan Entertainment DecisionOne GoCom Communications Midwest of Cannon Falls Epsilon Data Management Seat S.p.A Mattel (The Learning Company) Sealy Corporation Alliance Laundry US Synthetic SMTC Corporation Frucor Beverage Bentley’s Luggage Maxim Crane Epoch Senior Living Domino’s Stage Stores Integrated Circuit Systems ChipPAC Mattress Holdings Eschelon Telecom Buhrmann Stericycle Stream International Australian Electronic Manufacturing Systems Shoppers Drug Mart Iaxis N.V. US LEC Corp. Broder Brothers Aexis Telecom CTC Communications Investments < $2 million & Venture Investments Total Investments

Date of Initial Investments 1996 1996 1996 1996 1996 1996 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1998 1998 1998 1998 1998 1998 1998 1998 1998 1999 1999 1999 1999 1999 1999 1999 1999 2000 2000 2000 2000 2000 2000

Average Gross Annual IRR(b)

Investment Amount $ 4,286 40,573 6,408 15,596 87,633 12,383 11,985 3,020 9,761 9,204 6,691 19,856 5,857 11,780 9,819 8,362 8,644 17,103 17,641 40,050 19,749 17,337 9,042 2,647 2,975 25,618 40,668 88,274 23,324 21,667 35,023 37,040 50,458 57,946 25,404 19,749 5,594 49,432 20,518 42,648 17,075 5,585 32,147 241,542 $ 1,655,988

Total Value (b) $ 10,915 157,284 5,186 235 251,988 0 11,985 29,786 1,096 80,986 417 10,582 20,499 0 13,144 13,353 27,946 389,677 45,850 40,050 19,749 17,337 2,540 22,914 0 2,920 26,317 163,108 0 366,787 117, 357 25,481 12,437 71,976 100,082 82,350 2,797 248,867 0 10,662 18,280 0 0 602,991 $ 5,079,371

Implied Gross Annual IRR (b) 13.8% 57.9 (3.8) (53.0) 6,636.3 -0.0 147.8 (46.8) 79.4 (48.9) (16.0) 87.1 -12.5 13.0 33.8 226.0 34.5 0.0 0.0 0.0 (31.3) 111.6 -(47.0) (10.9) 14.0 -232.5 33.2 (10.4) (37.6) 5.6 58.9 102.2 (15.9) 64.1 -(32.7) 2.3 --33.1

52.3%

(a) Excludes investments made by Bain Capital VI Coinvestment Fund totaling $237,555 with a total value of $316,634 as of December 31, 2003. (b) See Appendix A for a description of valuation and IRR methodology. Source: Bain Capital

9


TABLE II Summary of Bain Capital Private Equity Realized Investments (Funds I – VI (a)) ($Thousands) (Unaudited)

Key Airlines Holson Burnes Group Accuride Vetco Gray Handbag Holdings PPM Stage Stores (SRI) Libri ABRY Communications Damon Polymerics/Tulip Brookstone Masland EduServ Technologies Leiner (c) American Pad & Paper Duane Reade Preferred Technical Group Gilbert Engineering GS Industries GT Bicycles Stream Int’l/Corp Soft/Modus Media (c) Totes Steel Dynamics Physio Control Waters ICON Health & Fitness (c) Humpty Dumpty Snack Foods Dade Behring Investment Resource Management Auto Palace / ADAP Alliance Entertainment Jostens Learning Wesley Jessen VisionCare Miltex Instruments Cambridge Industries Sportcraft AMF Bowling Claricom Holdings Medical Specialties Bocchi Laboratories DDi Corp. (c) Valmont (PiRod) Physians Quality Care Experian Corporation 62nd Street Broadcasting Kranson Industries Autosystems Manufacturing Therma-Wave Premier Brands / Mother’s Kitchen Artisan Entertainment DecisionOne GoCom Communications

Date of Initial Investments 1984 1986 1986 1988 1988 1988 1988 1989 1989 1989 1989 1991 1991 1991 1992 1992 1992 1992 1992 1993 1993 1993 1994 1994 1994 1994 1994 1994 1994 1995 1995 1995 1995 1995 1995 1995 1995 1996 1996 1996 1996 1996 1996 1996 1996 1996 1997 1997 1997 1997 1997 1997 1997

10

Investment Amount $ 2,000 10,010 2,604 3,776 4,189 2,165 9,587 3,750 4,290 3,395 4,201 4,181 10,442 4,132 2,258 5,060 16,080 6,958 3,145 24,518 6,376 7,795 9,410 18,263 8,524 26,633 32,155 3,357 30,473 4,533 4,976 25,137 13,616 6,424 4,926 17,065 4,329 18,598 6,702 9,628 4,286 35,595 6,408 15,596 87,633 12,383 3,020 9,761 9,204 6,691 5,857 11,780 9,819

Realized Amount $ 5,369 22,621 61,219 15,995 993 254 184,432 32,936 32,309 10,860 0 47,213 69,948 400 9,171 107,181 58,924 74,545 85,218 33,884 31,858 17,645 0 103,715 176,876 204,516 0 6,365 216,556 4,152 2,166 10,021 0 308,243 4,502 0 0 0 28,497 0 10,915 157,165 5,186 235 251,988 0 29,786 1,096 80,986 417 20,499 0 13,144

Implied Gross Annual IRR (b) 52.9% 20.9 1,122.8 66.4 (26.9) (65.7) 62.9 55.4 55.0 37.9 -126.1 132.9 (29.6) 32.4 130.0 31.1 207.7 128.2 416.3 70.7 37.7 -82.1 844.4 227.9 -19.6 59.0 (3.1) (22.7) (84.9) -314.9 (2.1) ---65.1 -13.8 71.2 (3.8) (53.0) 6,636.3 -147.8 (46.8) 79.4 (48.9) 87.1 -12.5


Midwest of Cannon Falls Epsilon Data Management Seat S.p.A Mattel (The Learning Company) Frucor Beverage Bentleyâ&#x20AC;&#x2122;s Luggage Dominos (c) Stage Stores Integrated Circuit Systems ChipPac (c) Mattress Holdings (c) Stericycle (c) Stream International Shoppers Drug Mart (c) Iaxis N.V. Aexis Telecom CTC Communications Investments < $2 million & Venture Investments Total Realized Investments

Date of Initial Investments 1997 1997 1997 1997 1998 1998 1998 1998 1999 1999 1999 1999 1999 2000 2000 2000 2000

Investment Amount $ 8,362 8,644 17,103 17,641 2,647 2,975 27,018 23,324 21,667 25,301 27,200 17,677 19,749 36,420 20,518 5,585 32,147 174,120 $ 1,091,792

Realized Amount $ 13,353 27,946 389,677 45,850 22,914 0 101,852 0 366,787 88,975 17,837 64,171 82,350 179,265 0 0 0 558,107 $ 4,499,085

Implied Gross Annual IRR (b) 13.0% 33.8 226.0 34.5 111.6 -34.3 -232.5 34.8 (12.2) 66.3 102.2 67.3 ---48.4

Average Gross Annual IRR(b)

81.9%

(a) Excludes investments made by Bain Capital VI Coinvestment Fund totaling $76,519 and realized at $165,623 through December 31, 2003. (b) See Appendix A for a description of IRR methodology. (c) Realized amount includes only the portion of investment that has been realized through December 31, 2003. Source: Bain Capital

Bain Funds to Date The following is a list of the private equity funds raised by Bain Capital to date. Bain Capital Private Equity Funds ($ millions) Date Closed

Fund Size

Fund I

December 1984

$36.8

Fund II

October 1987

$106.0

Fund III

December 1989

$35.3

Fund IV

April 1993

$300.0

Fund V

December 1995

$500.0

Fund VI

June 1998

$900.0

Coinvestment Fund VI

June 1998

$316.8

Pacific Fund (Australasia)

August 1998

$73.3

11


Date Closed

Fund Size

Fund VII

June 2000

$2,500.0

Coinvestment Fund VII

October 2000

$617.2

Venture Fund

January 2001

$250.0

Fund VII-E

October 2001

$500.0

Source: Bain Capital

Select Bain Capital Investment Funds Below is a brief overview of the strategies of each of the underlying Investment Funds that are expected to be included in the Fund. Bain Capital Private Equity Fund VIII and Coinvestment Fund VIII Bain Capital’s private equity activity principally includes leveraged buyouts and growth capital in a wide variety of sectors. Bain Capital’s strategy is to back outstanding management teams and to make available, where appropriate, its firm’s extensive resources in business development and transformation. Bain Capital has developed significant expertise across business sectors including industrial and consumer products, healthcare, retail, technology and telecommunications. The types of transactions that Bain Capital Private Equity Fund VIII (“Fund VIII”) and Bain Capital Private Equity Coinvestment Fund VIII (“Coinvestment Fund VIII”) will target include traditional management buyouts, sales of private companies, growth companies, industry consolidation, special situations and joint ventures. If an investment requires more than $200 million in equity, the first $200 million will be funded by Fund VIII and any additional required equity will be contributed 50% by Fund VIII and 50% by Coinvestment Fund VIII. This investment sharing structure will enable Fund VIII and Coinvestment Fund VIII to fully exploit Bain Capital’s capabilities across a range of transaction sizes without becoming overly concentrated in a small number of very large investments and without the pressure of investing in a massive fund. Fund VIII and Coinvestment Fund VIII are expected to be limited to $3 billion and $750 million, respectively. Bain Capital European Private Equity Fund General. Bain Capital has been making investments in Europe since 1989, and opened its first European office in London in 1998. In 2001, Bain Capital raised a $500 million European private equity fund. Bain Capital intends to limit the size of its second European private equity fund to €750 million (the “European Fund”). Based in London and Munich, Bain Capital (Europe) currently has 24 multi-national professionals dedicated to making European investments. Target Investments. Bain Capital’s strategy for making private equity investments in Europe is to employ the same analytic and consulting-based strategy it employs in the United States. Bain Capital has assembled a team comprised both of longstanding Bain Capital professionals and European private equity professionals with extensive experience in 12


their local markets. These professionals possess expertise about the key individual markets in Europe, where differences in legal and financial risks and business culture can be substantial. The fund will leverage Bain Capital’s broad network of contacts in industry, investment banks and other private equity funds to identify attractive opportunities. The fund will conduct extensive due diligence prior to making an investment and will apply Bain Capital’s techniques for enhancing value by focusing on operating improvements after an acquisition closes. Bain Capital intends to focus its investment activities in Europe on a diversified mix of investments, including corporate carve-outs, restructurings, expansions, and family businesses in transition. The Fund may make investments in mid-size or large transactions. If an investment requires more than €75 million in equity, the first €75 million will be funded by the European Fund and any additional equity will be contributed by Fund VIII and Coinvestment Fund VIII. Currency Risk. Because the Fund’s capital contribution to the European Fund will be required to be made in EUROs and the European Fund will distribute EUROs to the Fund, the Fund will be exposed to a currency risk as a result of US$/EUR exchange rates. The Manager does not intend to hedge the Fund’s exposure to this currency risk. Because of the difficulty of anticipating the timing of capital calls and distributions, an effective hedging strategy is costly to implement. Moreover, prospective Investors should note that no principal or employee of the Manager has experience with foreign currency hedging. Bain Capital Venture Fund Bain Capital has been making venture investments since 1984, and in 2000 it raised a $250 million venture fund. Bain Capital intends to limit the size of its next venture fund to $250 million. Bain Capital’s 11 venture investment professionals seek to apply the Bain Capital analytic approach to venture investing, to be deeply involved with their companies and to leverage the broader Bain Capital assets, including the personal network of its over 150 investment professionals and approximately 200 private equity portfolio companies. In addition, Bain Capital will seek to assemble a value-added investor group of leading technology executives and entrepreneurs. The fund is expected to focus on seed through late-stage growth equity investing in software, consumer products, information, healthcare, and technology-driven business services companies. The common theme underlying Bain Capital’s venture capital investments is the high-growth nature of the industries in which the investee companies operate and the active role played by Bain Capital in identifying additional management expertise and providing general business advice. Bain Capital intends to make venture capital investments in emerging growth companies in different stages of development. During the seed state in which, for example, an entrepreneur is seeking capital to conduct research or finish a business plan, the venture company will benefit from the strategic direction Bain Capital can provide based upon the consulting and industry expertise of its investment professionals. During the early stage in which a company may be developing products and seeking capital to commence manufacturing, Bain Capital can help build-out the company’s management and infrastructure and introduce the company to potential customers, 13


suppliers and strategic partners. For late stage investments in which a profitable or near-profitable high-growth company may be seeking further expansion capital, Bain Capital can draw on its extensive mergers and acquisition and capital markets expertise (including having completed more than 75 add-ons for portfolio companies) to identify opportunities. The capital markets expertise of Brookside Capital Partners, Bain Capital, LLC’s public equity affiliate, is helpful in developing exit strategies and the high yield and mezzanine expertise of Sankaty Advisors is helpful in understanding and addressing the capital needs of venture companies. Bain Capital has taken approximately 25 companies public. Brookside Capital Partners Fund General. Brookside Capital Partners Inc. (“Brookside Capital”), the public equity hedge fund affiliate of Bain Capital, has over $3.8 billion in assets under management. The fund’s 21 dedicated investment professionals pursue a long/short strategy with exposure to a diverse range of industries, including information and technology, industrial and manufacturing, retail and consumer products, healthcare, financial services and communications. Brookside Capital’s primary objective is to invest in securities of publicly-traded companies that offer opportunities to realize long-term capital appreciation. Brookside Capital evaluates each investment based on a fundamental analysis of the company’s business, with particular emphasis placed on the attractiveness of the industry, the company’s competitive position and the strength of the management team. The fund attempts to generate a long-term return in excess of that generated by the overall U.S. public equity market while reducing the market risk of the portfolio through selective short positions. In addition to Brookside Capital’s 21 investment professionals, the fund utilizes the industry expertise and contacts of its affiliates to rigorously analyze investment ideas according to Bain Capital’s strategic investment methodology. The fund typically makes investments in small and mid-cap public securities at prices believed to be below their intrinsic value based on a company’s normalized cash flow, growth potential and/or asset value. Examples of the types of investments that are of particular interest to Brookside Capital are growth investments, industry transitions, value investments and unregistered securities. The fund generates investment ideas through its unique network of investment professionals, including Bain Capital’s private equity and Sankaty Advisors’ below investment-grade industry specialists, portfolio companies and limited partners. For example, in managing its existing portfolio companies and in evaluating potential acquisitions of private companies, Bain Capital routinely completes detailed industry analyses that identify attractive industries and public companies as potential investments. The fund generally employs modest leverage to enhance returns, with a typical invested position of 110% long and 50% short, providing a 60% net long position. Short positions are opportunistically employed to reduce portfolio volatility. Typical short positions include industry pair trades (attempting to be long industry winners and short losers), strategically impaired companies or hedging techniques to isolate particular investment themes. The Fund is not expected to receive any distributions from Brookside Capital until the Fund redeems its interest in the fund in whole or in part.

14


Performance of Brookside Capital Partners Fund. The following chart sets forth historical data regarding Brookside Capital performance. Investments Results (Unaudited) March 2004

Prior Periods Annualized Ending 12/31/03

YTD

1 Year

3 Year

5 Year

Brookside (Gross)

2.7%

15.53%

16.5%

26.1%

26.7%

Brookside (Net)

1.9%

11.3%

12.2%

20.0%

20.4%

S&P 500 Index

1.7%

28.7%

-4.1%

-0.6%

8.2%

Russell 2000 Index

6.3%

47.3%

6.3%

7.25%

Since Inception

8.6%

Source: Bain Capital

Sankaty Advisors Funds General. Sankaty Advisors, LLC (“Sankaty Advisors”), Bain Capital’s fixed income group, manages more than $8.5 billion of below investment-grade assets. Sankaty Advisors is one of largest and most experienced managers of leveraged investment funds. The Sankaty Funds are expected to include funds that are structured as collateralized debt obligation funds, which will utilize leverage to acquire and manage diverse portfolios of below investment-grade assets consisting primarily of secured bank loans and public high yield debt. The Sankaty Funds may also have an allocation to other investments, including mezzanine, structured products and special opportunity investments. The capital structures of the Sankaty Funds that employ leverage are expected to be comprised of equity interests and committed, non-recourse debt financing. Their objective is to leverage asset returns in order to enhance the total return to equity investors. The Fund may also invest in Sankaty Funds which primarily target special situation investments. Such funds may be unleveraged or employ only modest leverage. Sankaty Advisors’ 38 investment professionals have a long-term investment orientation and seek to achieve high current income and total rate of return, while managing credit risk through industry and issuer diversification. Sankaty Advisors focuses on identifying debt investments that it believes will likely outperform the market through improvements in operating results and reduction in leverage. The focus is on an investment’s potential downside, rather than on its anticipated upside.

15


Sankaty’s Advantages. The Sankaty fund will draw upon Sankaty’s extensive experience investing in the credit markets. Sankaty believes that its success investing in these assets is the result of the following advantages: •

Industry Focus. The investment team is organized by industry focus, rather than by asset class. Sankaty believes that this organizational structure is a key advantage in managing a multi-asset class fund because Sankaty’s 15 industry teams can opportunistically invest across the credit universe.

Experienced Team; Fewer Credits per Team. Sankaty has assembled a diverse team of investment professionals who have extensive experience in analyzing companies and in investing in each of the targeted asset classes. Sankaty’s 38 investment professionals have backgrounds in private equity investing, high yield investing, commercial lending and consulting.

Disciplined Investment Philosophy. Sankaty uses fundamental business, industry and competitive analysis techniques. In evaluating potential investments, Sankaty’s investment professionals typically complete detailed market analyses to assess the attractiveness of a given industry and a specific investment, and closely monitor on an ongoing basis, financial performance and market developments.

Rigorous Oversight. Sankaty continually reviews and analyzes its existing positions to identify issues early on and to take action where necessary. Sankaty’s large investment team and industry-based organization is structured to produce in-depth credit analysis and allow for rapid response to developing situations.

Investment Process: Sankaty selects and monitors investments based on an analytical approach that generally involves evaluating the following investment characteristics that have traditionally been applied by other Sankaty Advisors and Bain Capital funds. •

Idea Generation. Sankaty Advisors’ professionals identify new investment opportunities through four key avenues: •

Industry analysis and relative value screens conducted by Sankaty Advisors’ investment professionals.

Investment opportunities introduced by Sankaty Advisors’ extensive network of relationships with commercial and investment banks.

Ideas that surface through Bain Capital’s private equity and hedge fund activities.

Discussions with investors in Sankaty Advisors’ and Bain Capital’s funds, as well as with their extensive network of CEOs and industry leaders.

16


Performance of Assets Managed by Sankaty Advisors. The chart below sets forth the performance of assets managed by Sankaty Advisors as compared to other indices. Average Annual Return 1998-March 31, 2004 (Unaudited) Bank loans

Sankaty 7.4%

CSFB Leveraged Loan Index 4.9%

High yield bonds

Sankaty 7.0%

Bear Stearns High Yield Index 4.8%

MANAGER Precision Capital, LLC is the member manager of the Fund (“Manager”), and in such capacity is responsible for managing the Fund’s business affairs and investment activities. The Manager, to the exclusion of all Investors, shall control, conduct and manage the business affairs and investment activities of the Fund. The Manager shall devote to the Fund such time as shall be necessary to conduct the Fund’s business and affairs in an appropriate manner and to carry out its duties and obligations as Manager. The Manager’s investment activities generally will be limited to selecting the Investment Funds in which the Fund invests. Based on the Fund’s buy and hold investment strategy, the Manager does not intend to actively manage an investment after it is made. The backgrounds and experience of the individuals responsible for performing services on behalf of the Manager for the Fund are set forth below. Todd Kesselman, Esq., Managing Director. Prior to establishing the Manager, Mr. Kesselman was a Director at DBSI, where he worked from May 2000 to April 2004. Mr. Kesselman, together with Ms. LaVersa, originated, structured and distributed Fund I and was responsible for all aspects of the management of Fund I, including investment decisions, from inception until March 2004. At DBSI, Mr. Kesselman specialized in originating and structuring alternative investments. From 1997-2000, Mr. Kesselman was at Nomura Corporate Research and Asset Management, Inc., where he was responsible for structured products and was a high yield analyst. From 1992-1997, Mr. Kesselman practiced corporate and tax law, with a focus on private investment funds and mergers and acquisitions. Mr. Kesselman received a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar and received the James A. Elkins Prize, and a B.A. from the State University of New York at Binghamton, where he was elected to Phi Beta Kappa. Gina LaVersa, Managing Director. Prior to establishing the Manager, Ms. LaVersa was a Director at DBSI, where she worked from June 1994 to April 2004. Ms. LaVersa, together with Mr. Kesselman, originated, structured and distributed Fund I and was responsible for all aspects of the management of Fund I, including investment decisions, from inception until March 2004. At DBSI, Ms. LaVersa specialized in marketing structured credit products and fundraising for alternative fund managers such as Bain Capital/Sankaty Advisors, Apollo Management, Oak Hill Advisors and GoldenTree Asset Management. Ms. LaVersa has been involved in over $10 billion of alternative fundraisings. Ms. LaVersa has extensive 17


experience distributing alternative investment products to high net worth and institutional investors in North America and Europe. Ms. LaVersa received a B.A. from Williams College. Fund I has a similar investment objective and employs a similar investment strategy as the Fund. As of March 31, 2004, the Manager acts as subadvisor to Fund I pursuant to an agreement between the Manager and DBSI. Information regarding the performance of Fund I is available from the Manager upon request. KEY TERMS AND CONDITIONS OF THE FUND The following summary of key terms and conditions of an investment in the Fund should be read in conjunction with the other sections of this Memorandum, including the sections titled “Principal Risk Factors” and “Conflicts of Interest” and is qualified in its entirety by the text of the LLC Agreement and the other principal agreements relating to the Fund. The Fund Special Opportunities Fund II, LLC (the “Fund”), is a limited liability company formed under the laws of Delaware in May, 2004. The Fund is operated pursuant to its LLC Agreement, a copy of which will be provided by the Fund to prospective Investors. Securities Offered Membership interests in the Fund (the “Interests”) are offered hereby. Investment Objective To achieve an annual rate of return on invested capital in excess of the returns generated by conventional investments in the public equity market and the private equity market by investing in funds exclusively managed by Bain Capital. There can be no assurance that the Fund will achieve its investment objective or that the principal amount invested by Investors will be returned. Manager Precision Capital, LLC (the “Manager”), a Delaware limited liability company, is the manager of the Fund. The LLC Agreement sets forth terms pursuant to which the Manager may be removed for cause, or if neither Mr. Kesselman or Ms. LaVersa (the “Key Persons”) is employed by the Manager and a acceptable replacement has not been appointed. Size of Offering The Fund initially seeks to receive $200 million of capital commitments from eligible investors (as described below). The Manager has the right to increase or decrease such amount in its sole discretion.

18


Offering The initial closing for Interests (“Initial Closing”) is expected to occur on or about June 15, 2004. Following the Initial Closing, at the Manager’s election, Interests may be offered and sold on a continuing basis for a period of 1 year or such longer period as the Manager may determine (the “Extended Offering Period”). Minimum Capital Commitment The minimum capital commitment is $1,000,000 for individual investors and $5,000,000 for institutional investors, with additional increments of $100,000 each. During the Extended Offering Period existing Investors may make additional capital commitments in the minimum amount of $100,000, with additional increments of $100,000 each. The Manager may, in its sole discretion, waive any of the foregoing minimum subscription requirement or reject a subscription or additional capital commitment for any reason. Eligible Investors In order to subscribe for an Interest, a prospective Investor must be an “accredited investor” (as defined in Regulation D under the Securities Act) and a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company Act), each as more fully described in the form of Subscription Agreement provided by the Fund to each prospective Investor. In addition, each prospective Investor will be required to complete a New Issue Statement which will determine its eligibility to participate in “new issues” (within the meaning of Rule 2790). The Fund is not currently, and does not propose in the future to be, registered as an “investment company” under the Investment Company Act. The Fund intends to comply with the provisions of Section 3(c)(7) of the Investment Company Act, which permits private investment companies to sell their securities on a private placement basis to an unlimited number of qualified purchasers. The Fund will not, however, sell Interests to more than 499 qualified purchasers. Prospective Investors must determine that they have the authority to purchase Interests and that there are no legal restrictions on their purchase of Interests. The Fund has no responsibility or liability for such determinations or any related violations. One or more offshore funds may be organized to accommodate the investment requirements of non-U.S. investors and tax-exempt U.S. investors. Any such offshore fund will invest its assets in the Fund. Shares of any such offshore fund will be offered pursuant to a separate offering memorandum. Capital Contributions Each Investor must make an initial capital contribution to the Fund equal to 3% of such Investor’s capital commitment. The remaining commitment will generally be drawn down as necessary to fund investments and to meet Fund expenses. The Manager will generally give fifteen calendar days’ written notice before any capital call, but reserves the right to make such capital call with less notice to the extent necessary to fund investments or to call capital whether 19


or not it has notice of an upcoming capital call. Investors who have accounts with DB Alex. Brown, LLC will make their initial and subsequent capital contributions through debits to such accounts. Each Investor (including an existing Investor) participating in a closing subsequent to the Initial Closing will be required (i) to pay to the Manager the cumulative amount of the applicable Asset Fee (defined below) with respect to such Investor that it would have paid if such Investor had been admitted to the Fund at the Initial Closing, and (ii) to pay the Fund a charge equivalent to interest on its capital commitment at the rate of 6% per annum from the Initial Closing date to the closing date in question. Such charge will not be treated as a capital contribution, but shall instead be credited to the capital accounts of the existing Investors in such proportion as the Manager determines in its sole discretion is fair and equitable to compensate them for the time value of their earlier contributions. The Fund may from time to time temporarily return to Investors all or any part of capital contributions made to the Fund representing funds available for investment but not yet invested. Such returns will be made to Investors pro rata according to the amount of capital to be returned that was previously contributed by them. No such return, however, will reduce the capital commitment of any Investor, and the returned contributions will remain available to be drawn to fund investments and to meet Fund expenses. Cash Balances and Borrowings The Fund’s cash balances will be invested in U.S. Treasury Bills, commercial paper, bankers acceptances, short-term debt instruments, repurchase agreements or other types of money market instruments selected by the Manager. The Fund may make borrowings of up to 10% of its assets (measured as of any borrowing date) (i) in order to reduce the need for the Fund to hold cash, (ii) to satisfy capital calls with respect to the Fund’s investments and (iii) to fund shortfalls with respect to its investments resulting from the failure of Defaulting Investors to meet drawdown notices from the Fund. The Fund may borrow for such purposes from the Placement Agent or its affiliates on competitive market terms. Over-Commitment Strategy Because (i) the Investment Funds in which the Fund intends to invest are expected to make capital calls to their respective investors (including the Fund) that are less than the total capital commitments of such investors, and (ii) the Manager may decide it is in the best interest of the Investors to fully employ the total capital commitments of Investors in the Fund, the Manager may make aggregate commitments to the Investment Funds that exceed the aggregate commitments of Investors to the Fund; provided that in no event may the aggregate of such over-commitments exceed 10% of the total capital commitments of Investors (determined as of the final closing for Interests). In the event that all or part of such over-committed amounts are actually drawn by the Investment Funds, the Fund is permitted to borrow funds to meet such capital calls. See “Risk Factors – Over-Commitment Strategy.”

20


Investment Period The investment period (the “Investment Period”) of the Fund will extend from the Initial Closing to the earlier of (i) the date on which the total committed capital of the Fund has been invested or used to pay expenses and liabilities of the Fund, or formally reserved for such purposes, or (ii) the fifth anniversary of the Initial Closing. After the Investment Period, further drawdowns of capital commitments may be allowed only (a) to pay expenses (including the Asset Fees) and liabilities of the Fund, (b) to meet drawdown notices from any Investment Fund in which the Fund made a capital commitment on or prior to the end of the Investment Period, and (c) to fund shortfalls with respect to its investments resulting from the failure of Defaulting Investors (as defined herein) to meet drawdown notices from the Fund. Tax Considerations The Fund intends to be classified as a partnership for United States federal income tax purposes. Because the Fund expects to be treated as a partnership, each Investor as a partner in such partnership would be required to take into account for U.S. federal income tax purposes the Investor’s share of the Fund’s taxable income, gains, losses, deductions and credits, whether or not the Fund distributes any cash to the Investors. See “Tax Considerations” for more information regarding the tax considerations applicable to an investment in the Fund. Principal Risk Factors and Conflicts of Interest An investment in the Fund is speculative and involves a high degree of risk. Interests are illiquid, and are intended as long term investments and Investors must be willing to bear the financial risks of this investment for an indefinite period of time, including the possible loss of all or a substantial part of their investment. In addition, there are actual and potential conflicts of interest in the Fund’s structure and operation. See “Principal Risk Factors” and “Conflicts of Interest.” Anti-Money Laundering Regulations As part of the Fund’s responsibility for the prevention of money laundering, the Manager and its affiliates may require a detailed verification of an Investor’s identity, any beneficial owner underlying the Investor and the source of the payment. Interests Except as required by law, and as otherwise provided in the LLC Agreement with respect to amendments thereof, no Interest will be deemed to confer any voting rights on an Investor with respect to the Fund. The debts, obligations and liabilities of the Fund, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Fund, and no Investor or member manager of the Fund shall be obligated personally for any such debt, obligation or liability of the Fund solely by reason of being an Investor or acting as a member manager of the Fund. 21


In the event the Fund or the Manager incur any liability (including any liability to an Investment Fund in which the Fund makes an investment) or loss of any kind on account of, or in connection with, any matter or transaction occurring, or state of affairs existing, during the time an Investor was a member of the Fund, such Investor will, at any time on demand, including any time after such Investor’s withdrawal from the Fund, be required to contribute to the Fund its proportionate share of such liability or loss or indemnify the Manager for such liability or loss, as applicable; provided, however, that the aggregate amount of any such contribution or indemnification shall not exceed the lesser of (i) an amount equal to the aggregate capital commitment of such Investor, and (ii) the aggregate amount of distributions received by such Investor from the Fund. Capital Accounts At the time of an Investor’s initial capital contribution to the Fund, the Fund will establish a capital account on its books for such Investor. The initial balance of an Investor’s capital account will equal the funds contributed by such Investor to the Fund, and will be adjusted to reflect, among other things, additional capital contributions by such Investor, distributions to such Investor, and such Investor’s share of income, profits, losses, fees, costs and expenses of the Fund. Allocation of Net Income and Losses At least annually, net income and losses of the Fund (adjusted for the special participation in New Issue Profits and Losses and the Asset Fees specially charged to the capital accounts of each Investor (other than Exempt Investors (defined below)) generally will be allocated pro rata to the capital accounts of Investors based on the amount of their respective capital commitments to the Fund. Investment by the Manager in the Fund and Bain Capital Funds Although not obligated to invest, the Manager, its members, affiliates and officers, directors and employees thereof may make investments in the Fund. Any such investment will not be subject to the Placement Fee or Asset Fees. The Manager, its members, affiliates and officers, directors and employees thereof may also make investments in one or more Investment Funds in which the Fund makes investments or in other funds managed by Bain Capital. Withdrawals and Transfers Voluntary withdrawals of Interests will not be permitted. The Fund has the authority at its discretion to make a compulsory withdrawal or transfer of part or all of an Interest held by an Investor for any reason upon 5 business days’ notice to such Investor. In particular, if at any time 25% or more of the value of all Interests outstanding (excluding Interests held by the Manager and any officer, director, employee or affiliate thereof) are held by Benefit Plan Investors, the Manager will require the withdrawal or transfer of Benefit Plan Investors to the extent necessary to reduce such Interests held by Benefit Plan Investors to below 25%.

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An Investor may not sell, transfer, or pledge any portion of its Interest without the prior consent of the Manager, which consent may be given or withheld in the Manager’s sole discretion. Investments in the Fund should be considered only by persons financially able to maintain their investments for an indefinite period of time and who are able to bear the entire loss of their investments. In addition, the Manager may suspend the payment of any withdrawal proceeds of an Investor if the Manager reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Fund (including the USA PATRIOT Act), the Manager or any of the Fund’s other service providers. Distributions The Fund will first use the proceeds received by the Fund with respect to its investments (i) to pay expenses (including the Asset Fee), and (ii) to fund reserves established to meet anticipated future expenses and liabilities of the Fund. The proceeds remaining after such payments and funding are referred to as “Net Proceeds.” The Fund intends to distribute all significant Net Proceeds received by the Fund with respect to its investments at such times as the Manager determines in its reasonable discretion. Distributions generally will take the form of cash, except that the Fund may make distributions in-kind to the extent that an Investment Fund has made such a distribution to the Fund. Subject to adjustment for the special participation in New Issue Profits and Losses and the Asset Fees specially charged to the capital accounts of each Investor (other than Exempt Investors), all distributions to Investors generally will be made pro rata in accordance with the amount of their respective capital contributions to the Fund. Reports The Fund will provide to Investors (i) audited annual financial statements and (ii) unaudited quarterly financial statements. In addition, the Fund also will distribute to Investors a quarterly update by the Manager about the Investment Funds in which the Fund invests. Investors also will receive annual tax information necessary for completion of United States federal income tax returns. Investors will generally need to apply each year for extensions for the completion of their tax returns, as the Fund does not expect to be able to provide Investors with such tax information by April 15 of each year.

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Fiscal Year The Fund’s fiscal year ends on December 31 or such other date as the Manager may determine. The Fund’s first fiscal year will end on December 31, 2004. The taxable year of the Fund will end on December 31 of each year, unless otherwise required by law, except for the final taxable year of the Fund which shall end on the effective date of dissolution of the Fund. Amendments The LLC Agreement provides that certain actions may be taken with the consent of the Manager and the affirmative vote of Investors owning Interests representing more than 50% of the Interests then owned by Investors. In addition, the LLC Agreement provides that the Manager is authorized to amend the LLC Agreement without the consent of the Investors under certain circumstances described in the LLC Agreement. However, without the consent of all Investors (other than Defaulting Investors), no amendment to the LLC Agreement may reduce the capital account of any such Investor, modify the percentage of profits, losses, or distributions to which any such Investor is entitled, or modify the provisions of the LLC Agreement relating to amendments requiring the consent of all such Investors. Liability/Indemnification The LLC Agreement provides that none of the Manager, the Placement Agent or their members, officers, directors, employees, affiliates or agents will be liable to the Fund, the Investors, or their respective successors or assigns, for any act or omission of such person or entity in respect of the Fund, except that such person or entity shall be liable to the extent that such action or omission constitutes gross negligence, willful misconduct or bad faith considering the interests, taken as a whole, of the Fund. The Fund has agreed to indemnify, defend, and hold harmless the Manager, the Placement Agent and their members, officers, directors, employees, affiliates and agents from and against any loss, liability, damage, cost, and expense (including attorneys’ and accountants’ fees and expenses incurred in the defense or settlement of any demands, claims, and lawsuits) arising as a result of such person’s or entity’s performance of services on behalf of the Fund, except any loss, liability, damage, cost, or expense resulting from the gross negligence, willful misconduct or bad faith of such person or entity. Term; Dissolution The Fund will terminate on the tenth anniversary of the Initial Closing, unless sooner dissolved or extended as provided below. The Manager may dissolve the Fund at any time on not less than 30 days’ prior written notice of such dissolution to Investors. Unless sooner dissolved as provided in the preceding paragraph, the term of the Fund may be extended by the Manager in its sole discretion for such period as required to coincide with the liquidation dates of the Investment Funds in which the Fund makes investments. 24


Organizational Costs and Offering Expenses The Fund will reimburse the Manager for the Fund’s organizational and start up expenses, including legal, accounting, filing and other organizational expenses, not to exceed $500,000. Such costs will be capitalized and amortized by the Fund. The Fund’s decision to amortize such costs is not in accordance with generally accepted accounting principles in the United States. Asset Fee The Fund will pay the Manager a quarterly asset fee (the “Asset Fee”) with respect to each Investor (other than Exempt Investors) as set forth below. As of the Initial Closing and the beginning of each fiscal quarter thereafter during the Investment Period, the Fund will pay the Manager a quarterly Asset Fee with respect to each Investor (other than Exempt Investors) equal to 0.375% (a 1.5% per annum rate) of the total capital committed by such Investor to the Fund. As of the beginning of each fiscal quarter following the Investment Period, the Fund will pay the Manager a quarterly Asset Fee with respect to each Investor (other than Exempt Investors) equal to 0.375% (a 1.5% per annum rate) of the greater of: (a) (i) the total capital committed by such investor to the Fund minus (ii) cumulative distributions made to the Investor as of the beginning of such fiscal quarter, and (b) an amount determined as follows: (i)

with respect to the first 12-month period following the Investment Period, 90% of the total capital committed by such Investor to the Fund;

(ii)

with respect to the second 12-month period following the Investment Period, 80% of the total capital committed by such Investor to the Fund;

(iii)

with respect to the third 12-month period following the Investment Period, 70% of the total capital committed by such Investor to the Fund;

(iv)

with respect to the fourth 12-month period following the Investment Period, 60% of the total capital committed by such Investor to the Fund; and

(v)

with respect to the fifth 12-month period following the Investment Period and each fiscal year thereafter during the term of the Fund, 50% of the total capital committed by such Investor to the Fund.

For the purposes hereof, an “Exempt Investor” means (i) the Manager, (ii) any officers, directors, employees or affiliates of the Manager who make an investment in the Fund and (iii) any other Investor for whom the Manager in its sole discretion elects to waive the Asset Fee. A portion of the Asset Fees received by the Manager will be paid by the Manager to the Placement Agent in connection with each Investor placed by the Placement Agent. 25


The Manager will not be entitled to any carried interest based on the performance of the Fund. Administration Fee The Fund will pay the Administrator a quarterly administration fee as of the end of each fiscal quarter. Operating Expenses and Extraordinary Expenses The Fund will pay all costs and expenses relating to its operations, including, without limitation, out of pocket expenses of the Manager and the Administrator incurred in connection with performing services on behalf of the Fund, interest on borrowed funds, taxes, annual audit expenses, accounting expenses, costs incurred in connection with the preparation of the Fund’s tax return, annual government fees, legal expenses, charges of third parties retained by the Manager to perform certain administrative services with respect to the Fund, the costs of meetings of Investors, the costs of attending annual meetings of the Investment Funds and of meetings with investment professionals from the Investment Funds, the cost of a website to provide information regarding the Fund, the costs of printing and mailing annual reports and periodic updates and all premiums for any insurance covering the Fund, the Key Persons or persons entitled to indemnification under the LLC Agreement. The Fund will also pay its extraordinary expenses (if any). Fees and Expenses of Investment Funds The Investment Funds in which the Fund invests will also incur ongoing operating and administrative expenses, including management fees, and that each manager of an Investment Fund will be entitled to receive a performance fee from such Investment Fund (generally in the form of a carried interest). Management fees are expected to range from 1% to 2% of committed capital or assets under management, and performance fees are expected to range from 20% to 30% of profits (typically over a hurdle rate). Default Provisions In the event any Investor does not pay its capital contribution promptly when due (a “Defaulting Investor”), the Manager will have the right to pursue any one or more of the following remedies: (i) to commence legal proceedings against the Defaulting Investor to collect the due and unpaid amount plus interest thereon at a per annum rate equal to the lesser of (A) four percent (4%) plus the rate from time to time announced by Morgan Guaranty Trust Company of New York as its prime or base rate or (B) the highest rate permitted by law and the expenses of collection, including reasonable attorneys’ fees, (ii) to borrow the amount of the defaulted payment and to specially allocate the related interest expense to the Defaulting Investor, (iii) to deny the Defaulting Investor the right to participate in votes or consents of Investors, (iv) to prohibit the Defaulting Investor from making further capital contributions, (v) to terminate all the Defaulting Investor’s right to receive profits, provided that upon dissolution of the Fund the Defaulting Investor will be entitled to receive without interest an amount equal to the lesser of the amount of the capital account of such Defaulting Investor at the time of default or the original contributions of the Defaulting Investor to the Fund less 26


distributions from the Fund to such Defaulting Investor, after deduction in each case of the Asset Fee with respect to such Defaulting Investor and such Defaulting Investor’s proportionate share of expenses through dissolution, (vi) to require the Defaulting Investor to sell its Interest in the Fund to an eligible transferee in accordance with the terms of the LLC Agreement, and (vii) to take any other action it deems appropriate. The Fund may fail to fully meet a drawdown notice from an Investment Fund in which it invests if one or more Defaulting Investors fail to meet a drawdown notice by the Fund. Such failure could result in the application of such Investment Fund’s default provisions (which are expected to be similar to, or more severe than, the Fund’s default provisions) to the Fund’s entire investment in such Investment Fund, which in turn would lead to substantial losses by the Fund with respect to such investment. The Fund will be authorized to borrow to fund shortfalls with respect to its investments resulting from the failure of Defaulting Investors to meet drawdown notices from the Fund. In the alternative, the Manager may require non-defaulting Investors to make additional capital contributions; provided, however, that no Investor will be required to contribute, in the aggregate, more than the amount of such Investor’s aggregate capital commitment plus 5% of such commitment. Investors making additional capital contributions will receive a proportional increase in their ownership interest in the Fund. Placement Fee DBSI will serve as placement agent (the “Placement Agent”) for the Fund. Each Investor (other than the Manager and any officers, directors, employees or affiliates of the Manager who make an investment in the Fund) will pay a one time placement fee (the “Placement Fee”) on its subscription (and any subsequent subscription by such Investor). The Placement Fee payable by an Investor will be equal to 2% of the Investor’s aggregate capital commitment or such lesser amount as determined by the Placement Agent. The Placement Fee is in addition to an Investor’s capital commitment and will not be considered a capital contribution to the Fund. The Placement Fee will be payable on the date on which the Investor makes its initial capital contribution to the Fund (and, if the Investor elects to make an additional investment in the Fund, on the date of such additional investment). PRINCIPAL RISK FACTORS An investment in the Fund is speculative. Prospective Investors are strongly advised to consider carefully the special risks involved in investing in the Fund. In addition to the other risks and conflicts of interest described elsewhere in this Memorandum, prospective Investors should consider the following: Nature of Investments Investment in the Fund requires a long-term commitment, with no certainty of return. There most likely will be little or no near-term cash flow available to Investors. Many of the investments of the private equity Investment Funds will be highly illiquid and difficult to value, and there can be no assurance as to the timing or the extent to which the Investment Funds will be able to realize a return on such investments. Consequently, dispositions of such investments may result in distributions in-kind to the Fund (and Investors). Additionally, the 27


private equity Investment Funds will generally acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in a private placement or other transaction exempt from registration under the Securities Act. The Investment Funds will make investments in companies with short operating histories, that rely on a few key managers, that are highly leveraged and/or that operate in rapidly changing markets. The use of leverage by these companies will magnify both the favorable and unfavorable effects on the value of the investments in such companies, and will increase the exposure of these companies to adverse economic factors, including rising interest rates, a downturn in the U.S. economy or non-U.S. economies or the deterioration in the financial condition of such companies. The Investment Funds will rely upon the management of the companies in which they invest to operate such companies on a day-to-day basis. There can be no assurance that the management of such companies will be successful. Risks Inherent in Investments in Private Equity Investment Funds The success of the Investment Funds in general is subject to risks related to: (i) the quality of the management of the respective Investment Funds and of the companies in which the Investment Funds invest, (ii) the ability of the management of the respective Investment Funds to select successful investment opportunities, (iii) general economic conditions, and (iv) the ability of the Investment Funds to liquidate their investments. Certain Risks Associated with the Sankaty Funds Use of Leverage. The Fund’s investment in the Sankaty Funds may be in the form of equity securities issued by private investment funds that invest, on a leveraged basis, in bank loan, public high yield debt or other asset groups. Investments in the Sankaty Funds are subject to a number of risks, including risks related to the fact that such funds may be leveraged. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss (including risk of loss of the entire investment therein) borne by an investor in the equity of the Sankaty Funds. Each Sankaty Fund may contain covenants designed to protect the providers of senior financing to such fund. A failure to satisfy those covenants could result in a complete loss of the Fund’s investment therein. Subordination of CDO Equity. The equity tranche (“CDO Equity”) of a collateralized debt obligation fund (including the equity tranches of any leveraged Sankaty Fund) is fully subordinated to the senior tranches and mezzanine tranches. To the extent that any losses are incurred by the issuer thereof in respect of its underlying collateral, such losses will be borne first by holders of the CDO Equity; next by holders of the mezzanine tranches; and finally by holders of senior tranches. In addition, if an event of default occurs under the applicable indenture, as long as any senior tranches or mezzanine tranches are outstanding, the holders thereof generally will be entitled to determine the remedies to be exercised under the indenture. Remedies pursued by the holders of the senior tranches and mezzanine tranches could be adverse to the interests of the holders of the CDO Equity.

28


Bank Loans. The Manager expects that a portion of the Sankaty Funds’ investments will consist of loans and participations therein originated by banks and other financial institutions. The loans invested in by the Sankaty Funds are likely to be below investment grade term loans. Below investment grade loans have historically experienced greater default rates than has been the case for investment grade loans. Purchasers of bank loans are predominantly commercial banks, investment funds and investment banks. As secondary market trading volumes increase, new bank loans are frequently adopting standardized documentation to facilitate loan trading which should improve market liquidity. There can be no assurance, however, that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. High Yield Securities. The Manager expects that a portion of the Sankaty Funds’ investments will consist of high yield securities which are below investment grade and which have greater credit and liquidity risk than more highly rated debt obligations. High yield securities are generally unsecured and may be subordinate to other obligations of the obligor. The lower rating of high yield securities reflects a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Many issuers of high yield securities are highly leveraged, and their relatively high debt to equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. Overall declines in the below investment grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. High yield securities are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur substantially higher amounts of indebtedness than the level at which they had previously operated. High yield securities have historically experienced greater default rates than has been the case for investment grade securities. Special Opportunity Investments. The Manager expects that the Sankaty Funds will be authorized to invest in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid, if at all, only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Concentration The Fund’s investments will be concentrated in a relatively limited number of Investment Funds managed by Bain Capital and such Investment Funds also may purchase a relatively limited number of investments. In addition, all of the investments made by Coinvestment Fund VIII will be in companies that Bain Capital Fund VIII has elected to invest more than $200 million in equity. If the Bain Capital Europe Fund makes an investment that requires more than €75 million in equity, Fund VIII and Coinvestment Fund VIII will purchase such additional equity pursuant to an agreed upon formula. In addition, other Investment Funds may invest in such companies, or in other companies that other Investment Funds have invested in. Thus, the unfavorable performance of a small number of investments could be compounded 29


and could adversely affect the aggregate returns realized by the Fund and Investors. If any of the targeted Investment Funds are not organized, such concentration risks may be further magnified. Non-U.S. Investments Investments outside the United States or denominated in non-U.S. currencies pose exchange risks as well as a range of other potential risks, including expropriation, confiscatory taxation, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding non-U.S. issuers, and such issuers may be subject to accounting, auditing and financial reporting standards and requirements which are different than those which apply to U.S. issuers. There is generally less government supervision and regulation of exchanges, brokers and issuers in non-U.S. jurisdictions than there is in the United States. Furthermore, there is generally greater difficulty in taking appropriate legal action in non-U.S. courts and it may be difficult to enforce judgments obtained in non-U.S. courts. Currency Risk For a description of certain currency risks associated with the Fund’s investment in the European Fund, see “Bain Capital─Key Elements of Bain Capital’s Investment Strategy─Currency Risk.” Reliance on Principals of Bain Capital and Turnover; Non-exclusivity The success of the Investment Fund’s in which the Fund invests will depend materially upon the active participation of the partners of Bain Capital. There can be no guarantee of the continuing participation of any one or more of these individuals, the loss of whose services could have a material adverse effect upon the Investment Funds. Although the partners and other employees of Bain Capital are expected to devote as much time as they believe is necessary to conduct the affairs of the Investment Funds, none of them generally will be required to devote any particular portion of his or her working time to the affairs of any of the Investment Funds. These individuals are expected to devote substantial working time to conducting the affairs of other funds managed by Bain Capital. Illiquidity of the Fund’s Investments No market currently exists for the sale of the Fund’s investments, and none is expected to develop. Furthermore, the transferability of such investments is generally restricted. This lack of marketability also may make certain of the Fund’s investments difficult to value accurately. Lack of Operating History; No Guarantees The Fund is a newly formed entity and has no operating history. The past investment performance of funds managed by Bain Capital or of Fund I may not be construed as an indication of the future results of an investment in the Fund.

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Interests are not obligations of, nor guaranteed by, the Manager, the Placement Agent or any of their affiliates, are not entitled to the benefit of deposit insurance or government guarantees, and are subject to investment risks, including loss of principal amount invested. Absence of Regulatory Oversight While the Fund may be considered similar to an investment company, it is not required and does not intend to register as such under the Investment Company Act in reliance upon an exemption available to privately offered investment companies. As a result, the provisions of the Investment Company Act, which, among other things, (i) require investment companies: (A) to have a certain number of disinterested directors; (B) to maintain their assets and securities in the custody of a qualified custodian; and (C) to have their assets and securities held in custody to be individually segregated at all times from the assets and securities of any other person and to be clearly marked to identify such assets and securities as the property of such investment company, and (ii) regulate the relationship between advisers and the investment company are not applicable. Contingent Liabilities The LLC Agreement authorizes the Manager to establish reserves for unknown or contingent liabilities as the Manager in its sole discretion deems advisable. The Manager may withhold a portion of any distribution to an Investor in order to discharge such Investor’s pro rata share of liabilities of the Fund. In addition, an Investor could be required to return amounts previously distributed to such Investor to cover such Investor’s pro rata share of liabilities which arose prior to the date of distribution. Limited Liquidity of Interests An investment in the Fund is illiquid. There is no public or other market for Interests, and no such market will develop. An Investor may not sell, transfer or pledge any portion of its Interest without the prior consent of the Manager, which consent may be given or withheld in the Manager’s sole discretion. Voluntary withdrawals of Interests will not be permitted. Investments in the Fund should therefore be considered only by persons financially able to maintain their investments for an indefinite period of time and who are able to bear the entire loss of their investments. Even if the Fund’s investments prove to be successful, they are unlikely to produce a realized return to Investors for a period of years. Early Capital Calls The Manager will generally give fifteen calendar days’ written notice before any capital call, but reserves the right to make such capital call with less notice to the extent necessary to fund investments or to call capital whether or not it has notice of an upcoming capital call. For a discussion of the consequences to an Investor of not meeting a capital call from the Fund, see “Key Terms and Conditions of the Fund-Default Provisions.”

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Reliance on Manager All decisions with respect to the management of the Fund and the investments of the Fund will be made by the Manager. Investors will have no right or power to participate in the business affairs or investment activities of the Fund or the Investment Funds. The Manager is a newly formed entity and has no operating history. The past performance of funds managed by the principals of the Manager may not be construed as an indication of the future results of the an investment in the Fund. The Manager’s investment activities generally will be limited to selecting the Investment Funds in which the Fund invests. Based on the Fund’s buy and hold investment strategy, the Manager does not intend to actively manage an investment after it is made. Although the principals of the Manager are expected to devote as much time as they believe is necessary to conduct the affairs of the Fund, none of them generally will be required to devote any particular portion of his or her working time to the affairs of the Fund. These individuals are expected to devote substantial working time to conducting the affairs of the Manager other than managing the Fund. Risks Related to Over-Commitment Strategy Because (i) the Investment Funds in which the Fund intends to invest are expected to make capital calls to their respective investors (including the Fund) that are less than the total capital commitments of such investors, and (ii) the Manager may decide it is in the best interest of the Investors to fully employ the total capital commitments of Investors in the Fund, the Manager may make aggregate commitments to the Investment Funds that exceed the aggregate commitments of Investors to the Fund; provided that in no event may the aggregate of such over-commitments exceed 20% of the total capital commitments of Investors (determined as of the final closing for Interests). Although the Fund will monitor cash flow projections closely, there can be no assurance that the Fund will be able to meet all of its commitments or otherwise successfully implement its over-commitment strategy. If the Fund is not able to meet all of its commitments to the Investment Funds, the Fund may be subject to penalties arising under the terms of its contractual commitments with respect to its investment in Investment Funds, including, without limitation, being required to sell its interests in Investment Funds or being required to forfeit a portion of its investment in an Investment Fund. In such cases, the Fund’s return from such Investment Fund could be materially lower than it would have been had the Fund been able to meet all of its commitments. Multiple Layers of Expense Both the Fund and the Investment Funds into which it will invest will have expenses and management costs that will be borne (directly or indirectly) by the Investors. See “Fees and Expenses.”

32


CONFLICTS OF INTEREST Conflicts of interest may arise between the Manager and/or Placement Agent, on the one hand, and the Fund, on the other hand. Consulting Fees The Manager may receive placement, structuring and other fees upon the closing of each Sankaty Fund. The Manager may also receive fees or other benefits from providing consulting and other services to Bain Capital, including in connection with one or more Investment Funds. The Fund will not share in any such fees or other benefits the Manager receives for providing any such services. The assignments from which these fees will be generated may be obtained in consideration of the Fundâ&#x20AC;&#x2122;s investment in Investment Funds. Trading and Arbitrage Activities The Manager may invest for its own account in securities of publicly traded corporations that may be held by Investment Funds. The Manager may place trades through the Placement Agent or its affiliates from time to time. Borrowing Activities The Fund may borrow from the Placement Agent or its affiliates from time to time on commercially reasonable terms. TAX CONSIDERATIONS Certain United States Federal Income Tax Considerations The following is a summary of certain U.S. federal income tax considerations relating to an investment in the Fund and does not purport to address all the U.S. federal income tax consequences that may be applicable to any particular Investor. Except as indicated below, this summary deals only with individuals who are citizens or residents of the United States. It is based on laws, regulations and other authorities in effect as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect. The U.S. federal income taxation of entities classified as partnerships and their investors is extremely complex, involving, among other things, significant issues as to the timing and character of realization of gains and losses and the taxation of in kind distributions. Prospective Investors are urged to consult their own tax advisors prior to investing in the Fund with respect to their specific tax situations, including, in the case of tax-exempt Investors and non U.S. Investors, with reference to any special issues which investment in the Fund may raise for such Investors. Treatment as Partnership Classification of the Partnership. The Fund will receive an opinion of Cadwalader, Wickersham & Taft LLP, counsel to the Fund, that under the provisions of the 33


Internal Revenue Code of 1986, as amended (the “Code”) and the current Treasury Regulations promulgated thereunder, as in effect on the date of the opinion, as well as under the relevant authority interpreting the Code and the Treasury Regulations, and based upon certain representations of the Manager, the Fund will be treated as a partnership for Federal income tax purposes and not as an association (or publicly traded partnership) taxable as a corporation. No ruling on this question has been, or will be, requested from the Internal Revenue Service (the “IRS”) and no assurance can be given that the IRS will concur with such opinion. The treatment of the Fund as a partnership for U.S. federal income tax purposes is dependent upon, among other things, significant restrictions on withdrawals and transfers of Interests, certain representations of the Manager, and the continuation of current law, which is subject to change, possibly with retroactive effect. Under section 7704 of the Code, “publicly traded partnerships” are generally taxed as corporations for federal income tax purposes. Regulations under section 7704 provide certain safe harbors for when a partnership will not be considered publicly traded. The Fund will not be eligible for any of the safe harbors if, as anticipated, the Fund has more than 100 investors. If, contrary to the opinion of the Fund’s counsel, the Fund is considered publicly traded, the Fund may in any event be exempt from being taxed as a corporation if 90% or more of its gross income consists of passive-type “qualifying income” within the meaning of section 7704(d) of the Code. As a partnership for U.S. federal income tax purposes, the Partnership will generally not be subject to U.S. federal income tax. Instead, for U.S. federal income tax purposes, each Investor that is subject to U.S. tax will be required to take into account its distributive share of all items of the Fund’s income, gain, loss, deduction and credit for the taxable year of the Fund ending within or with such taxable year of such Investor, whether or not distributed. The characterization of an item of profit or loss usually will be determined at the Fund (rather than Investor) level. The Fund will file a U.S. federal partnership information return reporting its operations for each calendar year and will provide each Investor with the information necessary to file its U.S. federal income tax return. While tax allocations of Fund income, gain, loss, deductions and credits are intended to be made in accordance with the economics of the Fund, there can be no assurance that the IRS will not successfully challenge the tax allocations and Investors may be allocated different amounts and types of Fund income and loss. If the Fund does not qualify as a partnership, but as an association (or publicly traded partnership) taxable as a corporation, (i) its income would be subject to tax at the Fund level before distributions to Investors, (ii) distributions to the Investors would be treated as dividends to the extent of current or accumulated earnings and profits and (iii) Investors would not be entitled to report profits or losses realized by the Fund. If the Fund were treated as a “publicly traded partnership” then it would be taxable as a corporation unless 90% or more of the Fund’s gross income constitutes certain “qualifying income”, or, alternatively, could subject certain Investors to unfavorable results under the “passive activity loss” rules of Section 469 of the Code.

34


Passive Foreign Investment Companies and Controlled Foreign Corporations It is possible that the Fund may invest (through an Investment Fund) in non U.S. corporations treated as “passive foreign investment companies” (“PFICs,” including a qualifying electing fund (“QEF”)) or controlled foreign corporations (“CFCs”). It is also possible that the Fund may be subject to other “anti deferral” provisions of the Internal Revenue Code of 1986, as amended (the “Code”) (including the “foreign personal holding company” provisions). In particular, the Fund expects to invest in CDO/CLO Equity of certain Sankaty Funds (“CDO or CLO Equity”). Certain of such investments are expected to be treated as stock in a foreign corporation subject to the “anti-deferral” provisions of the Code (relating to CFCs, PFICs and/or FPHCs). In the case of investments in PFICs, a U.S. Investor’s share of certain distributions from such corporations and gains from the sale by the Fund of interests in such corporations (or gains from the sale by a U.S. Investor of its Interest in the Fund) could be subject to an interest charge and certain other disadvantageous tax treatment. If the Fund makes a timely QEF election with respect to an investment in a PFIC, the Fund will be required in each of its taxable years to include in gross income (i) as ordinary income, the Fund’s pro rata share of the QEF’s ordinary earnings (including short-term capital gains) and (ii) as long-term capital gain, the Fund’s pro rata share of the QEF’s net capital gain, whether or not distributed. Any losses of such QEF in a taxable year will not be available to the Fund and may not be carried back or forwarded in computing the QEF’s ordinary earnings and net capital gain in other taxable years. In the case of investments in CFCs, a portion of the income of such corporations (whether or not distributed) could be imputed currently as ordinary income to certain U.S. Investors. Furthermore, in the case of investments in PFICs and CFCs, gains from the sale by the Fund of an interest in such corporations (or gains recognized by certain U.S. Investors on the sale of their Interests in the Fund) could be characterized as ordinary income (rather than as capital gains) in whole or in part. If applicable, the rules pertaining to a “CFC” or “FPHC” generally override those pertaining to a PFIC with respect to which a QEF election is in effect. To the extent that the Fund invests in such CDO or CLO Equity, the Fund’s net taxable income from such investments may exceed current distributions from such investments; hence, Investors may owe tax on their allocable share of significant “phantom” income of the Fund in respect of such investments. The Manager, in its sole discretion, may cause the Fund to make an election to treat an issuer of CDO or CLO Equity it holds as a QEF. Investors should carefully consider the consequences to them of the Fund’s investments in a foreign corporation subject to the anti-deferral provisions of the Code (including any QEF elections the Fund may make). Investment in CDOs Treated as Partnerships The Fund expects to invest in the CDO Equity of the Sankaty Funds. Certain of such investments may be treated for federal income tax purposes as partnership interests in partnerships which own various types of collateral and have issued debt. Investors should be aware that the income from such a Sankaty Fund investment that is allocated to the Fund may not necessarily bear any particular relationship in any year to the amount of cash that is distributed with respect to the Fund’s investment in such Sankaty Fund and in any given year may be substantially greater. U.S. Investors generally will recognize and be required to pay tax on their pro rata portion of the Fund’s net taxable income that exceeds the distributions received 35


from such a Sankaty Fund (i.e., U.S. Investors may be subject to tax on “phantom income”). Such phantom income will arise, among other circumstances, when interest or other income (such as original issue discount or gain) on such Sankaty Fund’s collateral (which is included in gross income) is used to acquire other collateral or to repay principal on other classes of notes issued by such Sankaty Fund (which does not give rise to a deduction). Consequently, U.S. Investors may owe tax on “phantom” income. Application of Rules for Income and Losses from Passive Activities The Code restricts the deductibility of losses from a “passive activity” against certain income which is not derived from a passive activity. The Code restricts individuals, certain personal service corporations and certain closely held corporations from using trade or business losses sustained by limited partnerships and other businesses in which the taxpayer does not materially participate. Proposed and Temporary Treasury Regulations provide that trading in “personal property” of a type that is actively traded such as liquid stock, securities and commodity futures will not be treated as a passive activity for purposes of the passive loss rules. Accordingly, income, gain or loss from the Fund’s investment activities and the Fund’s trading activity in personal property of a type that is actively traded should not constitute income or loss from a passive activity. Therefore, passive losses from other sources generally could not be deducted against an Investor’s share of such income and gain from the Fund. However, income or loss attributable to the Fund’s trading in assets that are not actively traded and income or loss from the Fund’s dealer activity, if any, would constitute passive activity income or loss. Likewise, income or loss attributable to the Fund’s investments in partnerships engaged in a trade or business may constitute passive activity income or loss. Timing and Character of Income The Investment Funds in which the Fund invests may engage in investment and trading practices that defer taxable losses or accelerate taxable income, causing Investors to be taxed on amounts not representing economic income. Subject to the treatment of certain currency exchange gains and losses as ordinary income or loss and certain other rules (including the “anti-deferral” provisions described above), the Fund expects that its gains and losses from its securities transactions typically will be capital gains and capital losses. Some or all of the taxable losses (if any) realized by the Fund in a taxable year may consist of long-term capital losses the deductibility of which is subject to certain limitations. In particular, the Fund’s activities will be subject to special rules affecting the timing and character of the Fund’s taxable income (as well as that of certain Investors), including the rules (including certain elections under such rules) relating to original issue discount and market discount, section 1256 contracts, straddles and mixed straddles, wash sales, short sales, foreign currency transactions, capitalization of interest and other expenses, attribution of the Fund’s activities to those of an Investor, constructive sales, constructive ownership, securities futures contracts, mark-to-market election for certain traders, notional principal contracts and “qualified dividends.” Restrictions on Deductibility of Expenses It is anticipated that the Fund’s expenses (including the Asset Fees and the management fees on the Investment Funds) will be investment expenses rather than trade or 36


business expenses, with the result that any individual that is an Investor (directly or through a partnership or other pass through entity) will be entitled to deduct such Investor’s share of certain of such expenses only to the extent that such share, together with such Investor’s other itemized deductions, exceeds 2% of such Investor’s adjusted gross income. An additional limitation on itemized deductions may apply to disallow the lesser of 3% of an individual Investor’s adjusted gross income in excess of certain threshold amounts or 80% of the otherwise allowable itemized deductions of the individual Investor for taxable years prior to 2005. This limitation on itemized deductions is reduced for taxable years 2005 through 2009 and does not apply for taxable years after 2009. Moreover, such investment expenses are miscellaneous itemized deductions that are not deductible by a non corporate taxpayer in calculating its alternative minimum tax liability. Special Limitation on the Deductibility of Interest A non corporate taxpayer is not permitted to deduct “investment interest” in the current taxable year to the extent it exceeds “net investment income.” “Net investment income” generally includes all gross income of the taxpayer from property held for investment and net gain attributable to the disposition of property held for investment. For this purpose, any long term capital gain (and any qualified dividends) is excluded from investment income unless the taxpayer elects to pay tax on such amount at ordinary income tax rates. This limitation could limit the deductibility of interest paid by a non corporate Investor on indebtedness incurred to finance its investment in the Fund and the deductibility of such Investor’s share of interest expense, if any, of the Fund. Investment interest disallowed under this limitation is carried forward and treated as investment interest in succeeding taxable years. Any items of income or expense taken into account under the passive activity loss limitation is excluded from investment income and expense for purposes of computing net investment income. Alternative Minimum Tax for Individuals The alternative minimum tax rate for individuals is 26% of alternative minimum taxable income of up to $175,000 in excess of certain exemption amounts, and 28% of alternative minimum taxable income that exceeds the exemption amounts by more than $175,000. The applicable exemption amounts for 2004 are $40,250 in the case of single taxpayers or $58,000 in the case of married taxpayers filing a joint return ($29,000 in the case of a married person filing a separate return). The exemption amounts are phased out when alternative minimum taxable income exceeds certain thresholds. The exemption amounts for 2005 may be reduced. There are many items that are included as part of the taxpayer’s alternative minimum taxable income. The computation of the alternative minimum tax is complicated, and prospective investors should consult with their tax advisors in order to determine the extent to which investment in the Fund might cause or increase tax liability under the alternative minimum tax. Organization and Syndication Expenses The Fund may incur certain expenses in connection with its organization and the marketing of its interests. Amounts paid or incurred to organize a partnership are not deductible, but may, by election of the Fund, be capitalized and amortized over a period of not less than 60 37


months. Amounts paid or incurred to market interests in a partnership (syndication expenses) are not deductible. Tax Exempt Investors Organizations exempt from U.S. federal income tax under Section 501(a) of the Code, including ERISA plans, are subject to tax on unrelated business taxable income (“UBTI”). UBTI arises primarily as income derived from (directly or through a partnership) an unrelated trade or business regularly carried on or as income from property as to which there is acquisition indebtedness. The Fund may make borrowings (i) in order to reduce the need for the Fund to hold cash and (ii) to satisfy capital calls with respect to the Fund’s investments pending the receipt of required capital contributions from Investors or other receipts of cash. Moreover, the Fund expects to incur acquisition indebtedness indirectly when it invests in Investment Funds that employ leverage and when the Fund acquires certain CDO Equity issued by a Sankaty Fund, which may derive income from debt financed property (in such event, such Sankaty Fund will incur indebtedness). It is also possible that the IRS may assert that any reduction in the management fee of the manager of an Investment Fund in which the Fund invests that results from the receipt of transaction, break up, closing, monitoring, director, retainer and/or consulting (advisory) or other fees by such manager or any affiliate (or certain activity, if any, treated as “loan origination” in respect of distressed) debt should be taxed as UBTI to tax-exempt Investors. If any of the income were UBTI (including unrelated debt financed income incurred indirectly), a tax-exempt Investor could be subject to tax on all or a portion of its income from an investment in the Fund. Moreover, if a tax-exempt Investor borrows any amount to fund its capital commitment, some or all of its distributive share of income from the Fund could be UBTI, which would be attributable to such tax-exempt Investor (and which could give rise to additional tax liability for certain limited categories of tax-exempt Investors). As noted above, it is possible that the Fund may (directly or indirectly) invest in CFCs or non U.S. corporations otherwise subject to the “anti deferral” provisions of the Code. It is possible that the Fund may derive UBTI from such investments. For example, the Code treats as UBTI certain insurance income received from or attributable to CFCs. Non U.S. Investors The federal income tax treatment of a nonresident alien, foreign corporation, foreign partnership, foreign estate or foreign trust (“non U.S. investor”) investing as a member of the Fund is complex and will vary depending upon the circumstances of the member and the activities of the Fund and the Manager. Each non U.S. investor is urged to consult with its own tax adviser regarding the federal, state, local and foreign tax treatment of its investment in the Fund. If the Fund were determined to be engaged in a U.S. trade or business, or if the Fund invested in a pass through entity (such as a partnership or a limited liability company) engaged in a U.S. trade or business, the income effectively connected with such trade or business 38


would be subject to U.S. taxation (including, possibly, the “branch profits tax”). In these cases, each non U.S. investor would be obligated to file a U.S. income tax return reporting such income and the Fund (or the pass through entity in which it invested) would be required to withhold tax on each non U.S. investor’s distributive share of such income. Whether the Fund would be considered engaged in a U.S. trade or business is generally determined based on all the facts and circumstances. While the Fund generally intends to invest in Investment Funds with respect to which the relevant offering materials indicate, among other things, that the relevant Investment Fund is not deemed to be engaged in a U.S. trade or business and neither it nor a non U.S. investor in the Investment Fund is otherwise subject to U.S. federal income tax on the fund’s net income (solely as a result of investing in the Investment Fund), there can be no assurance that the Fund will so restrict its investments or that the Fund (or a fund in which it invests) will not be treated as engaged in a U.S. trade or business. For example, it is possible that the IRS may assert that reductions in management fees resulting from the receipt of transaction fees and break up fees received by a manager or its affiliates of an Investment Fund (or certain activity treated as loan origination in respect of distressed debt) should be considered income from a U.S. trade or business to non U.S. investors. Non U.S. investors are urged to consult their own tax advisers about other potential consequences of being considered engaged in a trade or business in the U.S. In addition, any income from the disposition of a “United States real property interest” held directly or indirectly by the Fund would be treated as income that is effectively connected with a U.S. trade or business. Accordingly, such income would be subject to U.S. taxation and each non U.S. investor would be required to file a U.S. income tax return reporting such income. In addition, the Fund would be required to withhold tax on each non U.S. investor’s distributive share of such income. “United States real property interests” include interests in real property as well as the stock of any corporation that holds sufficient interests in U.S. real property to be considered a “United States real property holding company” under the Code. Whether or not the Fund is deemed to be engaged in a U.S. trade or business, the Fund is required to withhold tax at the rate of 30% (or lower treaty rate, if applicable) on certain interest, dividends and income. The estate of a deceased non U.S. individual investor may be liable for United States estate tax and may be required to obtain an estate tax release from the IRS in order to transfer the interests of such foreign investor’s interest in the Fund. Tax Elections The Code provides for optional adjustments to the basis of property of a partnership upon distributions of such property to a partner and transfer (including by reason of death) of interests of a partnership provided that a partnership election has been made pursuant to Section 754. The Manager, in its sole discretion, may cause the Fund to make such an election. Any such election, once made, cannot be revoked without the IRS’s consent. The actual effect of any such election may depend upon whether the Fund (or an entity in which the Fund invests) also makes such an election. As a result of the complexity and added expense of the tax 39


accounting required to implement such an election, the Manager presently does not intend to make such election. Tax Returns and Tax Audits The Manager will decide how to report the Fund’s items on the Fund’s tax returns, and all Investors are required under the Code to treat the items consistently on their own returns, unless they file a statement with the IRS disclosing the inconsistency. In the event the income tax returns of the Fund are audited by the IRS, the tax treatment of the Fund’s income and deductions generally is determined at the Fund level in a single proceeding rather than by individual audits of the Investors. The Manager, designated as the “Tax Matters Partner,” will have considerable authority to make decisions affecting the tax treatment and procedural rights of all Investors. In addition, the Tax Matters Partner has the authority to bind certain Investors to settlement agreements and the right on behalf of all Investors to extend the statute of limitations relating to the Investor’s tax liabilities with respect to Fund items. Tax Return Disclosure and Investor Listing Requirement Final Treasury Regulations require taxpayers to make certain disclosures on IRS Form 8886 attached to their tax return if they participate in a “reportable transaction.” Organizers, sellers and material advisors with respect to a “reportable transaction” are required to maintain records including investor lists containing identifying information and to furnish those records to the Internal Revenue Service upon demand. A transaction may be a “reportable transaction” based upon several objective indicia, including large tax losses (regardless of offset by tax gains). U.S. Investors should consult their own tax advisers concerning any possible disclosure obligation with respect to their investment, and should be aware that the Fund, its service providers and other participants in the offering of interests in the Fund and operation of the Fund intend to comply with such disclosure and investor list maintenance requirements as they determine apply to them with respect to the Fund. U.S. State and Local Taxes In addition to the Federal income tax consequences described above, prospective Investors should consider potential state and local tax consequences of an investment in the Fund. State and local tax laws often differ from federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit. An Investor’s distributive share of the taxable income or loss of the Fund generally will be required to be included in determining its reportable income for state and local tax purposes in the jurisdiction in which it is resident. A partnership in which the Fund acquires an interest may conduct business in a jurisdiction which will subject to tax an Investor’s share of the partnership’s income from that business. Prospective Investors should consult their tax advisers with respect to the availability of a credit for such tax in the jurisdiction in which that Investor is a resident. Certain Other Tax Considerations Non U.S. Taxes. The Fund may be subject to withholding and other taxes imposed by non U.S. countries in which the Fund (directly or through Investment Funds) makes investments, and Investors may be subject to taxation and reporting requirements in such 40


countries. In some cases Investors subject to tax in the U.S. may be entitled to claim U.S. foreign tax credits or deductions with respect to such taxes, subject to certain provisions and limitations under applicable law. For purposes of the LLC Agreement, any such tax withheld from or otherwise payable with respect to income allocable to the Fund shall be treated as cash received by the Fund, and each Investor shall be treated as receiving as a distribution the portion of such tax that is attributable to such Investor. Similar provisions would apply in the case of taxes required to be withheld by the Fund. Withholding Taxes. The LLC Agreement authorizes the Fund to withhold and pay over any withholding taxes and treats such withholding as a payment to the Investor in respect of whom the withholding was required. Such payment is treated as a distribution to the extent that the Investor is then entitled to receive a distribution. To the extent that the aggregate of such payments to an Investor for any period exceeds the distributions to which such Investor is entitled for such period, the Manager will notify such Investor as to the amount of such excess and such Investor will be required to make prompt payment to the Fund of such amount by wire transfer. THE TAX DISCUSSION SET FORTH ABOVE IS FOR GENERAL INFORMATION ONLY. TAX CONSEQUENCES MAY VARY BASED UPON THE CIRCUMSTANCES OF AN INDIVIDUAL INVESTOR. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON U.S. TAX CONSEQUENCES OF AN INVESTMENT IN THE FUND. ANTI-MONEY LAUNDERING REGULATIONS To ensure compliance with applicable statutory requirements relating to antimoney laundering and anti-terrorism initiatives, the Manager and it affiliates may require verification of identity from all prospective Investors. Depending on the circumstances of each subscription, it is not normally necessary to obtain full documentary evidence of identity, in particular where a prospective Investor makes the subscription payment from an account held in its own name in a jurisdiction recognized by the Manager, or where a prospective Investor is introduced by a qualified financial institution. Prospective Investors who do not make payment for their Interests from an account held in their own name or who are not introduced by a qualified financial institution may be required to provide the following documentation, as is relevant to their circumstances: Individual Investors. Individual investors may be required to provide a certified copy of their passport or national identity card (with a clear copy of the photograph), a bank reference letter, and verification of address. Partnerships. Partnerships may be required to provide a mandate from the partnership authorizing the subscription and conferring authority on those persons executing the subscription agreement, a certified copy of the partnership agreement, certificate of existence and good standing as well as the identities of at least two partners and of all those authorized to issue instructions. The two partners and authorized persons must provide the same information as for individual investors. 41


Corporations. Corporations that are not quoted on a stock exchange in an a jurisdiction recognized by the Manager or that are not known to be the subsidiary of such a quoted corporation will be required to provide the original or certified copy of the certificate of incorporation, a certified copy of the Memorandum and Articles of Association (or equivalent), information as required for individual investors on at least two of their directors, an authorized signature list, and a properly authorized resolution of the directors authorizing the subscription and conferring authority on those persons executing the subscription form. Private Corporations. Private corporations may require to provide additional information to that required for corporations, including a list of names and addresses of shareholders holding 10% or more of the issued share capital of the company and in the case of individual shareholders, the same information as required for an individual investor or if a corporate shareholder details on that entity until he ultimate beneficial owners holding 10% or more have been identified. Trusts. Trusts may be required to provide a certified copy of the trust deed or other organizing instrument, a certified list of directors of the trustee if the trustee is an entity, with identification of at least two directors, if individuals they must provide the same information as required for an individual investor and if a corporation the applicable information as noted above together with information on settlors as required for an individual investor. The Manager reserves the right to request such information as is necessary to verify the identity of a subscriber and the underlying beneficial owner of a subscriber’s prospective Interests. To ensure compliance with statutory and other requirements relating to money laundering, applicable to the Fund, the Manager, or any of the Fund’s other service providers, the Manager may require verification of identity from any person lodging a completed subscription agreement. Pending the provision of evidence satisfactory to the Manager as to identity, the evidence of title in respect of Interests may be retained at the absolute discretion of the Manager. If within a reasonable period of time following a request for verification of identity, the Manager has not received evidence satisfactory to it as aforesaid, it may, in its absolute discretion, refuse to allot the Interests applied for in which event application moneys will be returned without interest to the account from which such moneys were originally debited. The Manager also reserves the right to request such information as is necessary to verify the identity of an Investor and the underlying beneficial owner of an Investor’s Interests. In the event of delay or failure by the Investor to produce any information required for verification purposes, the Manager may refuse to accept a subscription or may cause the withdrawal of such Investor from the Fund. The Manager may suspend the payment of withdrawal proceeds to an Investor if the Manager reasonably deems it necessary to ensure compliance with statutory and other requirements relating to money laundering, applicable to the Fund, the Manager, or any of the Fund’s other service providers. Each subscriber and Investor will be required to make such representations to the Fund as the Fund and the Manager will require in connection with such anti-money laundering requirements, including, without limitation, representations to the Fund that such subscriber or Investor is not a prohibited country, territory, individual or entity listed on the Department of Treasury Office of Foreign Assets Control (“OFAC”) website and that it is not directly or 42


indirectly affiliated with any country, territory, individual or entity named on an OFAC list or with whom dealings are prohibited under any OFAC regulations. Such subscriber or Investor will also be required to represent to the Fund that amounts contributed by it to the Fund were not directly or indirectly derived from activities that may contravene U.S. Federal, state or international laws and regulations, including, without limitation, anti-money laundering and anti-terrorism laws and regulations. ADMINISTRATOR The administrator for the Fund is Investors Bank & Trust Co., a Massachusetts Trust Company (“Administrator”). The Fund will enter into an administration agreement with the Administrator to perform certain day to day administrative services for the Fund, including establishing and maintaining bank, custodian and other accounts, acting as transfer agent with respect to Interests, processing the issuance and transfer of Interests, distributing annual and certain other reports to Investors, responding to inquiries received from Investors, prospective Investors and others, preparing and maintaining all financial and accounting books and records, maintaining the Fund’s principal administrative records and disbursing payments of Fund expenses. Such services may be delegated by the Administrator to an affiliate in accordance with the terms of the administration agreement. All investor inquiries or any requests to review any material documents of the Fund should be directed to the Administrator. The registered office of the Administrator is 200 Clarendon Street, Boston, Massachusetts 02116. The Fund will indemnify the Administrator and its directors, officers, employees and shareholders against any expenses or losses any of them may suffer arising out of the Administrator’s service as administrator, except to the extent caused by the Administrator’s gross negligence, willful misfeasance or bad faith disregard of its duties. In addition, the Administrator will not have any liability to the Fund or any Investor for any losses or expenses except those arising as a result of the Administrator’s gross negligence, willful misfeasance or bad faith disregard of its duties. The administration agreement may be terminated at any time without penalty by either party upon not less than 60 days’ written notice. AUDITOR PricewaterhouseCoopers, LLP, 125 High Street Boston, Massachusetts 02110, serves as the Fund’s auditor. LEGAL COUNSEL Cadwalader, Wickersham & Taft LLP, 100 Maiden Lane, New York, New York 10038, serves as counsel to the Fund in connection with its organization and the offering of Interests. Cadwalader, Wickersham & Taft LLP also serves as counsel to the Manager in

43


connection with the formation of the Fund and the Manager Entities in connection with other unrelated matters.

44


APPENDIX A Bain Capital Current Valuation and IRR Methodology Set forth below is Bain Capitalâ&#x20AC;&#x2122;s current valuation and IRR methodology: Current Valuation. Current valuation for private company investments includes all cash returns to date plus the estimated fair market value of any remaining interest held by the funds as determined by Bain Capital as of the date of such valuation. Current valuation for investments in public companies are valued at the price of the last trade on the date of such valuation as quoted in The Wall Street Journal, less a discount for illiquidity plus all cash returns to date. IRR Methodology and Calculation. Implied annual internal rates of return are based on the total Bain Capital investment in each portfolio company from the date of investment until the date(s) when proceeds were received. For investments currently held, the estimated fair market value of the remaining interest in the company is assumed to be the terminal cash flow. Portfolio companies that were acquired in separate transactions and have been subsequently merged are treated as a single investment. Internal rates of return calculations are before taking into consideration fees, expenses and the General Partnerâ&#x20AC;&#x2122;s carried interest. Projections. Return information provided herein is based on historical results of Bain Capital private equity funds and does not necessarily indicate future returns. The performance data is provided for illustrative purposes only and should not be construed as a representation as to the performance of the Fund.

A-1


APPENDIX B BACKGROUNDS AND INVESTMENT EXPERIENCE OF CERTAIN BAIN CAPITAL INVESTMENT PROFESSIONALS Ajay Agarwal Venture Partner, Venture Capital

Education BS, Stanford University, 1991 MBA, Harvard Business School, 1995 Professional Experience McKinsey & Company, 1991-1993 Trilogy Software, 1995-2003 Bain Capital, 2003-Present

Richard (“Bear”) C. Albright, Jr. Managing Director, Investor Relations

Education BA, Yale University, 1985 MBA, Darden, University of Virginia, 1990 Professional Experience Montgomery Securities, 1985-1986 Reynolds Capital Management, 1986-1988 Wellington Management, 1990-2000 Bain Capital, 2000-Present

Zubier Alim Associate, Private Equity

Education BS, The Wharton School, 2001 Professional Experience McKinsey & Company, 2001 - 2003 Bain Capital, 2003 – Present

Daniel Allen Associate, Venture Capital

Education BA, Harvard University, 1997 MBA, Harvard Business School, 2001 Professional Experience McKinsey & Company, 1997-1999 General Atlantic Partners, 1999 Bain Capital, 2001-Present

Mohammed Anjarwala Associate, Private Equity

Education BA, Franklin and Marshall College, 1999 Professional Experience Bain & Company, 1999-2002 Bain Capital, 2002-Present

B-1


Christopher A. Anzivino Analyst, Sankaty Advisors

Education BA, Williams College, 2001 Professional Experience Bain Capital, 2001-Present

Dewey J. Awad Managing Director, Brookside

Education BA, Colgate University, 1990 MBA, Georgetown University, 1996 Professional Experience EDS, 1990-1994 Gartner Group, 1996-1999 Soundview Technology Group, 1999-2000 Bain Capital, 2000-Present

Andrew B. Balson Managing Director, Private Equity

Education BA, Princeton University, 1988 MBA, Harvard Business School, 1994 Professional Experience Morgan Stanley, 1988- 1990 SBC Australia, 1990-1992 Bain & Company, 1994-1996 Bain Capital, 1996-Present

Alexander Band Associate, Private Equity

Education AB, Harvard University, 1999 Professional Experience Bain & Company, 1999-2002 Bain Capital, 2002-Present

Michael Barkin Associate, Private Equity

Education BA, Williams College, 2000 Professional Experience Bain & Company, 2001-2002 Bain Capital, 2002-Present

Tim Barns Senior Vice President, Sankaty Advisors

Education St. Lawrence University, 1989 Professional Experience BankBoston, 1989-1998 CypressTree Investment, 1998-2001 Bain Capital, 2001-Present

B-2


Steven Barnes Managing Director, Portfolio

Luca Bassi Associate, Private Equity

Education BA, Syracuse University, 1982 Professional Experience PricewaterhouseCoopers, 1982 – 1988 President - Holson Burnes Group, Inc., 1988 – 1996 Bain Capital, 1996 – 1997 CEO – Dade Behring, 1997 – 2000 Bain Capital, 2000 – Present Education MS, Universita’ Bocconi, 1993 MBA, Columbia Business School, 2000 Professional Experience ENAIP (Government Worker Training Organization), 1993 – 1994 Bain & Company, 1994 –1998 Goldman Sachs, 2000 – 2003 Bain Capital, 2003 – Present

Josh Bekenstein Managing Director, Private Equity

Education BA, Yale University, 1980 MBA, Harvard Business School, 1984 Professional Experience Bain & Company, 1980-1982 Bain Capital, 1984-Present

Edward Berk Senior Associate, Private Equity

Education BA, Harvard University, 1994 MBA, Harvard Business School, 2001 Professional Experience Bain & Company, 1995-1997 Bain Capital, 1997-1999 & 2001-Present

Michael J. Bevacqua Senior Vice President, Sankaty Advisors

Education BS, Ithaca College, 1988 MBA, Pennsylvania State University, 1994 Professional Experience United States Marine Corps, 1988-1992 NationsBank, 1994-1996 Capital USA, 1996-1998 First Union Capital Markets, 1998-1999 Bain Capital, 1999-Present

B-3


Ulrich Biffar Managing Director, Private Equity

Education BCOM, University of Toronto, 1987 MBA, Tuck, Dartmouth College, 1989 Professional Experience Boston Consulting Group, 1989-1993 Waggon Fabrik Talbot, 1993-1996 BC Partners, 1996-1999 Bain Capital, 2000-Present

Ian Blasco Associate, Private Equity

Education BA, Princeton University, 1995 MBA, Harvard Business School, 2002 Professional Experience Bain & Company, 1996-1998 Bain Capital, 1998-2000 Bain Capital, 2002-Present

James G. Boudreau, CPA VP of Tax Management

Education BA, Northeastern University, 1979 MST, Bentley College, 1987 Professional Experience BDO Seidman, 1979 – 1983 Wang Laboratories, Inc., 1984 – 1997 The Learning Company, Inc./Mattel, Inc., 1997 – 2000 Bain Capital, 2001–Present

Craig Boyce Associate, Private Equity

Education BSE, Princeton University, 1994 MSCEP, MIT, 1996 MBA, Harvard Business School, 2002 Professional Experience Merck & Company, 1994 Bain & Company, 1996-1998 Bain Capital, 1998-Present

Stacy Braatz Finance Director, Sankaty Advisors

Education BA, Amherst College, 1989 MBA, Kellogg School Of Business, 1996 Professional Experience US Air Force, 1989-1994 PricewaterhouseCoopers, 1996-1999 Bain Capital, 1999-Present

B-4


Ed Brakeman Managing Director, Brookside

Education BS, University of California at Berkeley, 1986 MBA, Stanford University, 1992 Professional Experience Donaldson, Lufkin & Jenrette, 1986-1988 Bain Capital, 1988-Present

Colin J. Campbell Associate, Brookside

Education BA, Princeton University, 1998 Professional Experience The Walt Disney Company, 1998-2000 Bain Capital, 2000-Present

Andrew Carlino Vice President, Sankaty Advisors

Education BS, United States Air Force Academy, 1993 MBA, University of Chicago, 2000 Professional Experience Boston Consulting Group, 1999-2002 Bain Capital, 2002-Present

Phillip J. Carter Managing Director, Brookside

Education BS, Boston College, 1986 Professional Experience The Chase Manhattan Corporation, 1986-1989 Salomon Brothers, 1989-1992 CS First Boston, 1992-1996 UBS Securities, 1996-1997 Phoenix Investment Partners, 1997-1999 Bain Capital, 1999-Present

Garwin Chan Analyst, Sankaty Advisors

Education BA, Harvard University, 2003 Professional Experience Bain Capital, 2003 â&#x20AC;&#x201C; Present

Anita L. Chaudhuri Analyst, Sankaty Advisors

Education BS, Massachusetts Institute of Technology, 2001 Professional Experience McKinsey & Company, 2001- 2003 Bain Capital, 2003 â&#x20AC;&#x201C; Present

B-5


Sherwin Y. Chen Associate, Private Equity

Education BA, Harvard University, 1994 MBA, Stanford University, 2001 Professional Experience Bain & Company, 1995-2001 Bain Capital, 1997-Present

Ankur Chugh Analyst, Sankaty Advisors

Education BA, Yale University, 2002 Professional Experience Bain Capital, 2002-Present

Thomas Clark* Associate, Private Equity

Education BA, Johns Hopkins University, 1998 MBA, Harvard Business School, 2004 Professional Experience Goldman Sachs, 1998-2000 Bain Capital, 2000-Present

Allen M. Coker Analyst, Sankaty Advisors

Education BA, Williams College, 2003 Professional Experience Bain Capital, 2003 â&#x20AC;&#x201C;Present

Michael Colato Finance Director

Education BS, Durham University Professional Experience PriceWaterhouseCoopers, 1986-1999 Schroders Investment Management, 1999-2001 Bain Capital, 2001-Present

Edward W. Conard Managing Director, Private Equity

Education BSE, University of Michigan, 1978 MBA, Harvard Business School, 1982 Professional Experience Ford Motor Co., 1978-1980 Bain & Company, 1982-1990 Wasserstein Perella, 1990-1993 Bain Capital, 1993-Present

B-6


John P. Connaughton Managing Director, Private Equity

Education BS, University of Virginia, 1987 MBA, Harvard Business School, 1994 Professional Experience Bain & Company, 1987-1989 Bain Capital, 1989-Present

Todd M. Cook Principal, Private Equity

Education BA, Dartmouth College, 1993 BE, Dartmouth College, 1994 MBA, Stanford University, 2000 Professional Experience Bain & Company, 1994-1996 Bain Capital, 1996-Present

Jay P. Corrigan, CPA Vice President, Finance

Education BS, Fordham University, 1993 Professional Experience Ernst & Young, 1993-1996 Bain Capital, 1996-Present

Ryan N. Cotton Associate, Private Equity

Education BA, Princeton University, 2001 Professional Experience Bain & Company, 2001- 2003 Bain Capital, 2003 â&#x20AC;&#x201C; Present

Jeffrey P. Courey Associate, Private Equity

Education BS, Yale University, 1995 MBA, Harvard Business School, 2001 Professional Experience Corporate Decisions, Inc., 1995-1997 Mercer Management Consulting, 1997-1999 Bain Capital, 2001-Present

Jeffrey R. Crisan Associate, Venture Capital

Education BA, Dartmouth College, 1995 MBA, Harvard Business School, 2002 Professional Experience Bain & Company, 1995-1998 Bain Capital, 1998-2001 Bain Capital, 2002-Present

B-7


Robert N. Cunjak Associate, Sankaty Advisors

Education BA, Cornell University, 1996 MBA, Harvard Business School, 2003 Professional Experience Bain & Company, 1996-1999 Bain Capital, 1999-2001 Bain Capital, 2003 â&#x20AC;&#x201C; Present

Stuart Davies, CFA Senior Vice President, Sankaty Advisors

Education BS, Yale University, 1992 MBA, Sloan School of Management, Massachusetts Institute of Technology, 1999 Professional Experience Prudential Real Estate Investors, 1992-1993 Prudential Capital Group, 1993-1997 Bain Capital, 1999-Present

Francois Willem Dekker Associate, Private Equity

Education MS, University of St. Gallen, 1999 Professional Experience Morgan Stanley, 1999-2002 Bain Capital, 2002-Present

Jonathan DeSimone Vice President, Sankaty Advisors

Education BA, Georgetown University, 1992 MBA, Amos Tuck School, 1998 Professional Experience Bain & Company, 1992-2002 Bain Capital, 2002-Present

Aaron Zachary Diamond Analyst, Sankaty Advisors

Education BS, Massachusetts Institute of Technology, 2001 Professional Experience Bain Capital, 2001-Present

Paul B. Edgerley Managing Director, Private Equity

Education BS, Kansas State University, 1978 MBA, Harvard Business School, 1983 Professional Experience Peat Marwick & Mitchell, 1978-1981 Bain & Company, 1983-1988 Bain Capital, 1988-Present

B-8


Michael Ewald Vice President, Sankaty Advisors

Education BA, Tufts University, 1994 MBA, Tuck School of Business at Dartmouth, 2001 Professional Experience Credit Suisse First Boston, 1994-1995 Bain & Company, 1995-1998 Bain Capital, 1998-1999 & 2001-Present

Diane J. Exter Managing Director, Sankaty Advisors

Education BA, Grove City College, 1980 MBA, Darden, University of Virginia, 1984 Professional Experience Massachusetts Financial Services, 1980-1982 Bank Boston, 1984-1997 Bain Capital, 1997-Present

Domenic Ferrante Managing Director, Brookside

Education BA, University of Michigan, 1988 MBA, Harvard Business School, 1993 Professional Experience Morgan Stanley, 1988-1990 Brentwood Associates, 1991 Bain Capital, 1993-1995 Steinhardt Management Company, 1995 Bain Capital, 1995-Present

Mark B. Fox Analyst, Sankaty Advisors

Education BA, Tufts University, 1999 Professional Experience Bain Capital, 2000-Present

Noah R. Freeman Associate, Brookside

Education BA, Harvard University, 1999 Professional Experience Bain & Company, 2000-2001 Bain Capital, 2001-Present

B-9


Hans H. Freudenberg Senior Associate, Private Equity

Education Master, BA Mannheim (Germany), 1995 MBA, Harvard Business School, 2000 Professional Experience Siemens Nixdorf Inf. AG, 1992-1995 Arthur Andersen Corporate Finance, 1995-1999 Bain Capital, 2000-Present

Judy P. Frodigh Director, Human Resources

Education BS, LeMoyne College, 1983 MSA, Boston University, 1995 Professional Experience IBM, 1983-1984 Massachusetts Financial Services, 1985-1990 Putnam Investments, 1991-1995 Wellington Management Company, 1995-2000 Bain Capital, 2000-Present

Thatcher Lane Gearhart Associate, Brookside

Education BA, Yale University, 1997 Professional Experience Bain & Company, 1997-1999 Bain Capital, 1999-Present

Margaret Gill Analyst, Sankaty Advisors

Education BA, Harvard University, 2002 Professional Experience Bain Capital, 2002 - Present

Nathan R. Gilliland Vise President, Sankaty Advisors

Education BA, University of California â&#x20AC;&#x201C; Berkeley, 1992 Professional Experience The Naisbitt Group, 1992-1993 Bain & Company, 1993-1996 Bain Capital, 1996-1998 Nutraceutical Corp, 1998-1999 MyCounsel.com, 1999-2001 Bain Capital, 2002 - Present

B-10


Jason Giordano Associate, Private Equity

Education AB, Dartmouth College, 2000 Professional Experience Goldman Sachs & Co., 2000-2002 Bain Capital, 2002-Present

Dennis Goldstein Director, Brookside

Education AB, Dartmouth College, 1987 MBA, Stanford University, 1992 Professional Experience Morgan Stanley, 1987-1990 Boston Consulting Group, 1992-1997 Paulaur Corporation, 1997-1998 iTurf Corporation, 1999-2000 Delias Corporation, 2000-2002 Bain Capital, 2002-Present

Jonathan J. Goodman Principal, Private Equity

Education BA, Cornell University, 1993 MBA, Harvard Business School, 1999 Professional Experience Monitor Company, 1993-1995 Bain Capital, 1995-Present

Christopher Gordon Associate, Private Equity

Education BA, Harvard University, 1995 MBA, Harvard Business School, 2001 Professional Experience Bain & Company, 1995-1997 Bain Capital, 1997-1999 & 2001-Present

Michael F. Goss Managing Director Chief Financial Officer

Education BS, Kansas State University, 1981 MBA, Harvard Business School, 1986 Professional Experience Bain Capital, 1987-1989 Oak Industries, Inc., 1990-1994 Playtex Products, Inc., 1994-1999 Digitas, Inc., 1999-2000 Bain Capital, 2001-Present

B-11


David Grayce Associate, Private Equity

Education BCom/BS Law, University of New South Wales, 1994 MBA, Stanford, 2001 Professional Experience Bain & Company, 1997-1999 Bain Capital, Pacific Equity Partners, 1999 Bain Capital, 2001-Present

Gurinder Grewal Associate, Private Equity

Education BS, Richard Ivey School of Business, 2000 Professional Experience Credit Suisse First Boston, 1999-2002 Bain Capital, 2002-Present

Ferdinando Grimaldi Managing Director, Private Equity

Education BA, Bocconi, 1984 MBA, INSEAD, 1989 Professional Experience Banca di Roma, 1984-1987 Chemical Venture Partners, 1990-1997 InvestCorp, 1998-2002 Bain Capital, 2002-Present

David B. Gross-Loh Principal, Private Equity

Education BS, Wharton School, University of Pennsylvania, 1992 MBA, Harvard Business School, 1998 Professional Experience NEC Corporation, 1992-1996 Bain & Company, 1998-2000 Bain Capital, 2000-Present

Rohan Haldea Associate, Private Equity

Education BS, Indian Institute of Technology, 2000 Professional Experience McKinsey & Company, 2000 -2003 Bain Capital, 2003 â&#x20AC;&#x201C; Present

Edward Han Associate, Private Equity

Education AB, Harvard College, 1996 MBA, Harvard Business School, 2002 Professional Experience McKinsey & Company, 1996-1998 Bain Capital, 1998-Present

B-12


David J. Hamilton Vice President, Information Technology

Education AA, Massasoit College, 1986 Professional Experience Leading Edge Hardware Products, 1986-1988 Corporate Software, 1988-1992 Watermark Software, 1992-1996 Stream International, 1996-1998 Corporate Software & Technology (formerly a division of Stream International), 1998-2000 Bain Capital, 2000-Present

Kimberly Harris Assistant Portfolio Manager/ Bank Loan Trader Sankaty Advisors

Education BA, Bates College, 1987 MBA, Babson College, 1999 Professional Experience Bay Bank, 1988-1992 Bank Boston, 1992-2000 Bain Capital, 2000-Present

Jeffrey B. Hawkins Senior Vice President, Sankaty Advisors

Education BA, Trinity College, 1992 JD, Harvard Law School, 1997 Professional Experience Pyramid Research, 1992-1995 Ropes & Gray, 1997-2001 Bain Capital, 2001-Present

Blair E. Hendrix Vice President, Portfolio

Education BA, Brown University, 1987 Professional Experience Corporate Decisions, Inc. 1987-1991 SleepMed Incorporated, 1991-2000 Bain Capital, 2000-Present

Mark Hill Executive Vice President, Portfolio

Education BA, Harvard, Biochemistry, 1983 MBA, Harvard Business School, 1989 Professional Experience Bain & Company, 1989-1992 Xerox Corporation, 1992-1999 Done Inc., 2000 Vitria Technology, 2001 Novell, 2002 Bain Capital, 2002 - Present

B-13


Jordan Hitch Principal, Private Equity

Education BS, Lehigh University, 1988 MBA, University of Chicago, 1995 Professional Experience R.M. Shoemaker, 1988-1990 Nalco Chemical Co., 1990-1993 Bain & Company, 1995-1997 Bain Capital, 1997-Present

Benjamin Hochberg Associate, Private Equity

Education BA, Harvard University, 1995 MBA, Harvard Business School, 2001 Professional Experience Bain & Company, 1995-1997 Bain Capital, 1997-1999 & 2001-Present

Alex Hocherman Associate, Private Equity

Education BA, Dartmouth College, 2000 Professional Experience Bain & Company, 2000-2002 Bain Capital, 2002- Present

Tobias Hoffmann-Becking Associate, Private Equity

Education MBA, Ludwig-Maximilians-Universität Munich, 1999 Master, London Business School, 2002 Professional Experience Boston Consulting Group, 1999-2002 Bain Capital, 2002-Present

Justin E. Howell Associate, Private Equity

Education AB, Harvard University, 2001 Professional Experience Columbia Pictures, 1999 Harvard University, 2000 Bain & Company, 2001 – 2003 Bain Capital, 2003 – Present

David W. Humphrey* Associate, Private Equity

Education BA, Harvard University, 1999 MBA Candidate, Harvard Business School, 2005 Professional Experience Lehman Brothers, 1999-2001 Bain Capital, 2001-Present

B-14


Vincent Jacheet Senior Associate, Private Equity

Education BS, Ecole Centrale Paris, 1993 MBA, Harvard Business School, 2000 Professional Experience French Navy, 1994 Boston Consulting Group, 1995-1998 Bain Capital, 2000-Present

Viva Jeffrey Vice President, Sankaty Advisors

Education BS, University of Illinois, 1995 MBA, Wharton, 1999 Professional Experience Arthur Andersen, 1995-1997 Boston Consulting Group, 1998-2002 Bain Capital, 2002-Present

James F. Kellogg, III, CFA Managing Director, Sankaty Advisors

Education BA, Lake Forest College, 1990 MBA, Boston University, 1995 Professional Experience John Hancock, 1991-1998 Bain Capital, 1999-Present

Victoria C. Khanna Associate, Investor Relations

Education BA, Dartmouth College, 1997 Professional Experience Salomon Smith Barney, 1997-1998 Montgomery Securities, 1998-1999 Revbox.com, 1999-2000 Bain Capital, 2000-Present

Yoo Jin Kim, CFA Principal, Private Equity

Education BA, Dartmouth College, 1992 MBA, Harvard Business School, 1998 Professional Experience Corporate Decisions, Inc., 1992-1994 Bain Capital, 1994-Present

B-15


Joshua Klevens Associate, Private Equity

Education BA, Princeton University, 1996 MBA, Stanford University, 2002 Professional Experience McKinsey & Company, 1996-1998 Bain Capital, 1998-Present

Gavin Ross Koo Associate, Brookside

Education BA, University of Michigan, 2000 Master of Accounting, University of Michigan, 2001 Professional Experience Boston Consulting Group, 2001- 2003 Bain Capital, 2003 – Present

Adam Koppel Director, Brookside

Education BA/MA, Harvard University, 1991 M.D. and Ph.D, University of Pennsylvania, 1999 MBA, University of Pennsylvania, 2000 Professional Experience University of Pennsylvania, 1992-1998 McKinsey, 2000 - 2003 Bain Capital, 2003 – Present

Michael A. Krupka Managing Director, Venture Capital

Education BA, Dartmouth College, 1987 Professional Experience Bain & Company, 1987-1990 Bain Capital, 1991-Present

Christian H. Lange Associate, Private Equity

Education AB, Harvard University, 2001 Professional Experience Bain & Company, 2000 – 2003 InsideCollege Advertising, Inc., 2000 – Present Bain Capital, 2003 – Present

B-16


Jonathan S. Lavine Managing Director, Sankaty Advisors

Education BA, Columbia College, 1988 MBA, Harvard Business School, 1992 Professional Experience Drexel Burnham Lambert, 1988-1990 Gleacher & Co., 1990 McKinsey & Company, 1991, 1992-1993 Bain Capital, 1993-Present

Craig Leoce Associate, Private Equity

Education BA, University of Pennsylvania, 2000 Professional Experience Credit Suisse First Boston, 2000-2002 Bain Capital, 2002-Present

Matthew S. Levin Managing Director, Private Equity

Education BS, University of California, Berkeley, 1988 MBA, Harvard Business School, 1996 Professional Experience Bain & Company, 1988-1991 Bain Capital, 1992-Present

Anthony Ling Associate, Private Equity

Education BA, Harvard College, 1996 MBA, Harvard Business School, 2002 Professional Experience Bain & Company, 1996-1998 Bain Capital, 1998-Present

Susan Lock, CPA Vice President, Finance

Education BS, Northeastern University, 1990 Professional Experience Arthur Andersen, 1990 â&#x20AC;&#x201C; 1996 Bain Capital, 1996-Present

Ian K. Loring Managing Director, Private Equity

Education BA, Trinity College, 1988 MBA, Harvard Business School, 1993 Professional Experience Drexel Burnham Lambert, 1988-1990 Thomas H. Lee Company, 1991 Berkshire Partners, 1993-1996 Bain Capital, 1996-Present

B-17


Philip H. Loughlin Managing Director, Private Equity

Education BA, Dartmouth College, 1989 MBA, Harvard Business School, 1994 Professional Experience Bain & Company, 1989-1992 Norton Company, 1994-1995 Eagle Snacks, Inc., 1995-1996 Bain Capital, 1996-Present

Bill Lovejoy Principal, Private Equity

Education BS, University of Michigan, 1989 MBA, Harvard Business School, 1993 Professional Experience General Motors Corporation, 1988, 1986 Waserstein Perella & Co., 1989-1991 Boston Consulting Group, 1993-1994 Castle Harlan, Inc 1994-1999 Lazard Capital Partners, 1999-2000 DB Capital Partners, 2000-2003 Bain Capital, 2003-Present

Michael Lu Associate, Private Equity

Education AB, Dartmouth College, 1996 MBA, INSEAD, 2002 Professional Experience Monitor Company, 1996-1998 McKinsey & Company, 1998-1999 DIC Entertainment, 2000-2002 Bain Capital, 1999-present

Susan D. Lynch, CFA Senior Vice President, Sankaty Advisors

Education BS, Georgetown University, 1985 MBA, Boston University, 1990 Professional Experience Fidelity Management & Research, 1986-2000 Bain Capital, 2000-Present

B-18


Michele D. May Vice President, Private Equity

Education BBA, University of Michigan, 1974 MBA, Boston University, 1983 Professional Experience Deloitte & Touche, 1974-1978 The New England, 1979-1981 Millipore Corporation, 1981-1985 Falcone Piano, 1985-1986 Bain Capital, 1987-Present

David M. McCarthy Senior Vice President, Sankaty Advisors

Education BSME, U.S. Naval Academy, 1989 MBA, The Wharton School, University of Pennsylvania, 1998 Professional Experience U.S. Navy, Submarine Officer, 1989-1994 General Electric Company, 1994-1996 Boston Consulting Group, 1998-2000 Bain Capital, 2000-Present

Cara McCauley Finance Director, Finance

Education BS, Providence College, 1995 Professional Experience PricewaterhouseCoopers, 1998-2000 CMGI @ Ventures, 2000-2001 Bain Capital, 2001-Present

Thomas E. McConnon Associate, Private Equity

Education BA, Harvard University, 1996 Professional Experience Estonian Ministry of Foreign Affairs, 1996-1997 Boston Consulting Group, 1997-1999 Bain Capital, 1999- 2001 Bain Capital, 2003 â&#x20AC;&#x201C; Present

Matthew McPherron Managing Director, Brookside

Education BS, University of Kansas, 1988 MBA, Harvard Business School, 1993 Professional Experience Goldman, Sachs & Co., 1988-1990 E.S. Jacobs & Co., 1991 Medtronic, 1993-1997 U.S. Carelink, 1998 Bain Capital, 1998-Present

B-19


Seth A. Meisel Associate, Private Equity

Education BA, Princeton University, 1995 MBA, Harvard Business School, 2003 Professional Experience Mercer Management Consulting, 1995-1999 Bain Capital, 1999-2001 Bain Capital, 2003 – Present

J. Todd Miranowski Associate, Private Equity

Education BA, Duke University, 1993 MS, Oxford University, 1995 MBA, Stanford University, 2001 Professional Experience Goldman, Sachs & Co., 1995-1997 Bain Capital, 1997-1999 & 2001-Present

Mark Moore Associate, Brookside

Education BS, University of Michigan, 1991 MBA, Harvard Business School, 1996 Professional Experience International Paper, 1991-1994 McKinsey & Company, 1996-1999 GFE Corporation, 1999-2001 Bain Capital, 2001-Present

Anand More Director, Brookside

Education BA, Harvard University, 1992 MBA, University of Chicago, 1994 Professional Experience Booz, Allen & Hamilton, 1994-1996 Sanford C. Bernstein, 1996 - 1998 Citigroup Asset Management, 1998 – 2001 Bain Capital, 2001-Present

David Mount Analyst, Sankaty Advisors

Education BA, Yale University, 2003 Professional Experience Bain Capital, 2003 – Present

B-20


Kristin W. Mugford Managing Director, Sankaty Advisors

Education AB, Harvard College, 1989 MBA, Harvard Business School, 1993 Professional Experience The Walt Disney Company, 1989-1991, 1993-1994 Bain Capital, 1994-Present

Brian Murphy Executive Vice President, Portfolio

Education BS, Duke University, 1985 MBA, Harvard Business School, 1990 Professional Experience Bain & Company, 1985-1991 Barents Group, LLC, 1991-1996 Bain Capital, 1996-Present

Thomas Myers Executive Vice President, Portfolio

Education BS, Rensselaer Polytechnic Institute, 1970 BA in Architecture, Rensselaer Polytechnic Institute, 1971 MBA, Harvard Business School, 1976 Professional Experience Bain & Company, 1975-1980 Booz, Allen & Hamilton, 1980-1985 Myers & Company, 1985-1995 Cardinal Fastener & Specialty, 1995-1996 The Parthenon Group, 1996-1997 Emanem Partners, 1997-2000 Bain Capital, 2000-Present

James J. Nahirny Managing Director, Venture Capital

Education BA, Yale University, 1988 MBA, Harvard Business School, 1994 Professional Experience First Boston, 1988-1992 McKinsey & Company, 1994-2000 Bain Capital, 2000-Present

Alykhan Nathoo Principal, Private Equity

Education BA, Stanford University, 1994 MBA, Harvard Business School, 1999 Professional Experience Bain & Company, 1994-1996 Gryphon Investors, 1996-1997 Bain Capital, 1999-Present

B-21


Neil Nichols Associate, Private Equity

Education BA, University of Cambridge, 2001 Professional Experience Boston Consulting Group, 2001-2004 Bain Capital, 2004-Present

Nicholas G. Nomicos Executive Vice President, Portfolio

Education BSE, Princeton University, 1984 MBA, Harvard Business School, 1991 Professional Experience Bain & Company, 1984-1989 Oak Industries, Inc., 1990-1998 Bain Capital, 1999-Present

Mark E. Nunnelly Managing Director, Private Equity

Education BA, Centre College, 1980 MBA, Harvard Business School, 1984 Professional Experience Numerous Entrepreneurial Ventures, 1974-1980 Legislative Asst., 1980 Procter Brand Management, 1980-1982 Bain & Company, 1984-1989 Bain Capital, 1989-Present

Sean O’Brien Manager, Portfolio

Education BA, Duke University, 1993 MBA, FUQUA, Duke University, 1999 Professional Experience Bain & Company, 1999-2002 Bain Capital, 2002-Present

Kearnon O’Molony Associate, Private Equity

Education BS, University of Cape Town, 1999 Professional Experience Bain & Company, 2000 – 2003 Bain Capital, 2003 – present

B-22


Stephen G. Pagliuca Managing Director, Private Equity

Education BA, CPA, Duke University, 1977 MBA, Harvard Business School, 1982 Professional Experience Peat Marwick Mitchell & Co., Netherlands, 1977-1980 Bain & Company, 1982-1989 Bain Capital, 1989-Present

William Edward Pappendick IV Managing Director, Brookside

Education BA, Brown University, 1991 Professional Experience Bain & Company, 1992-1994 Bain Capital, 1994-Present

Michel Plantevin Managing Director, Private Equity

Education BA, Ecole Superior, 1979 MBA, Harvard Business School, 1981 Professional Experience Bain & Company, 1983-1994 Goldman Sachs, 1994-2003 Bain Capital, 2003-Present

Dwight M. Poler Managing Director, Private Equity

Education BA, Amherst College, 1987 MBA, Amos Tuck, Dartmouth College, 1993 Professional Experience Morgan Stanley, (New York & Tokyo), 1987-1990 Bain & Company, 1992-1994 Bain Capital, 1994-Present

Vikram S. Punwani* Associate, Sankaty Advisors

Education BS, Cornell University, 1998 MBA Candidate, Harvard Business School, 2004 Professional Experience Bain & Company, 1998-2000 Bain Capital, 2000-2001

B-23


Shiv Puri Associate, Brookside

Education BSE, Wharton, 1998 BAS, University of Pennsylvania, 1998 Professional Experience Morgan Stanley Dean Witter (Private Equity), 1998-2000 Crescendo Ventures, 2000-2002 Bain Capital, 2002-Present

Burke Ramsay Associate, Private Equity

Education AB, Princeton University, 2000 Professional Experience Boston Consulting Group, 2000-2002 Bain Capital, 2002-Present

Gabriel Reinstein Analyst, Sankaty Advisors

Education BS, Massachusetts Institute of Technology, 2002 Professional Experience Bain Capital, 2003 -Present

Ian A. Reynolds Principal, Private Equity

Education BA, Yale University, 1994 MBA, Harvard Business School, 2000 Professional Experience Bain & Company, 1994-1996 Bain Capital, 1996-1998, 2000-Present

Peter W. Riehl Director, Brookside

Education BA, University of Michigan, 1990 MBA, University of Chicago, 1996 Professional Experience United States Navy, 1990-1994 Lehman Brothers, 1996-1997 Bain Capital, 1997-Present

Jeff Robinson Vice President, Sankaty Advisors

Education BS, Cornell University, 1991 MBA, FUQUA, Duke University, 1996 Professional Experience Logicon R&D Associates, 1991-1994 Strategic Decisions Group, 1996-2000 RSA Security, 2000-2002 Bain Capital, 2002-Present

B-24


David Ross Analyst, Sankaty Advisors

Education BA, Harvard University, 2002 Professional Experience Credit Suisse First Boston, 2002 – 2003 Bain Capital, 2003 – Present

Avik S. A. Roy Associate, Brookside

Education S.B., Massachusetts Institute of Technology, 1993 M.D., Yale University School of Medicine, 2000 Professional Experience CSC Healthcare, 1999-2000 Bain Capital, 2000-Present

Douglas J. Rudisch Managing Director, Brookside

Education BS, Wharton School of Business, 1991 Professional Experience Boston Consulting Group, 1991-1994 Bain Capital, 1994-Present

Jason Saghir Manager, Portfolio

Education AB, Brown University, 1992 MBA, Harvard Business School, 1997 Professional Experience Bain & Company, 1992-1995 Oxford Health Plans, 1997-1998 Surebridge, 1998-2002 Bain Capital, 2002 – Present

S. Walid Sarkis Managing Director, Private Equity

Education BS, Ecole Polytechnique (France), 1989 MS, Stanford University, 1993 MBA, Harvard Business School, 1997 Professional Experience Boston Consulting Group, 1992-1995 Goldman, Sachs & Co., 1996 Bain Capital, 1997-Present

B-25


Douglas A. Schreiber Associate, Venture

Education BS, Massachusetts Institute of Technology, 1995 MEng.,, Massachusetts Institute of Technology, 1996 Professional Experience Fidelity Client/Server Systems Company (a division of Fidelity Investments), 1993 NYNEX Science and Technology, 1994 MIT Center for Advanced Engineering Study, 1995-1996 Bain & Company, 1996-1998 Bain Capital, 1998-Present

Jeffrey M. Schwartz Managing Director, Venture

Education BA, Dartmouth College, 1987 MBA, Harvard Business School, 1994 Professional Experience LaSalle Partners, 1987-1989 Julien J. Studley, Inc., 1989-1991 Merrill Lynch, 1994-1999 Wellington Management Co., 1999-2000 Bain Capital, 2000-Present

Kaustuv Sen Associate, Private Equity

Education AB, Harvard University, 1999 Professional Experience Mercer Management Consulting, 2000-2002 Bain Capital, 2002-Present

Daniel Shugrue Assistant Vice President Sankaty Advisors

Education BS, University of Richmond, 1994 MBA, Carroll School of Management, Boston College, Professional Experience Bank Boston, 1995-1999 Bain Capital, 1999-Present

Omar Siddiqui Associate, Venture

Education AB, Harvard University 1997 Professional Experience McKinsey & Company, 1997-1999 Questia Media, 1999-2001 Granada Ventures, 2001-2003 Bain Capital, 2003-Present

B-26


Michael Siefke Principal, Private Equity

Education MBA, University of Muenster, 1994 PhD, University of Muenster, 1998 Professional Experience West LB, 1986-1988 Paribas Capital Markets, 1992 University of Muenster, Assistant Professor & Various Consulting Projects, 1994 â&#x20AC;&#x201C;1998, The Carlyle Group, 1998 â&#x20AC;&#x201C; 2001 Bain Capital, 2001-Present

Pavninder Singh* Associate, Private Equity

Education BA, Harvard University, 1998 MBA Candidate, Harvard Business School, 2005 Professional Experience Mercer Management Consulting, 1998-2000 Medrishi.com, 2000 Bain Capital, 2001-Present

Edward P. Sobol Associate, Private Equity

Education BA, Stanford University, 2001 Professional Experience Goldman, Sachs & Co., 2000 McKinsey & Company, 2001-2003 Bain Capital, 2003-Present

Soyoun Song Associate, Private Equity

Education BS, Harvard College, 1998 MS, Oxford University, 1999 Professional Experience McKinsey & Company, 1999-2002 Bain Capital, 2002-Present

Michael Stern Analyst, Sankaty Advisors

Education BA, Yale University, 2002 Professional Experience Bain Capital, 2002-Present

B-27


Howard Steyn Associate, Venture

Education BA, Harvard University, 1997 MBA, University of Pennsylvania, 2003 Professional Experience McKinsey & Company, 1997-1999 Bain Capital, 1999-2001 Bain Capital, 2003 – Present

Nathaniel Taylor* Associate, Private Equity

Education BA, Dartmouth College, 1998 MBA Candidate, Stanford University, 2003 Professional Experience Bain & Company, 1998-2000 Bain Capital, 2000-2001

Patrick Ryan Thompson Associate, Private Equity

Education AB, Bowdoin College, 2001 Professional Experience Bain & Company, 2002 - 2003 Bain Capital, 2003 – Present

Joseph R. Thornton Analyst, Sankaty Advisors

Education BA, Yale University, 2003 Professional Experience Bain Capital, 2003 – Present

Oksana V. Tiedt-Lomazova Associate, Private Equity

Education BA, Willamette University, 1997 MA, Johns Hopkins University, 1999 Professional Experience Goldman, Sachs & Co., 1999-2001 Bain Capital, 2001-Present

John M. Toussaint Director, Brookside

Education BBA, Southern Methodist University, 1994 Professional Experience Bain & Company, 1994-1997 Bain Capital, 1997-Present

B-28


John M. Tudor Associate, Private Equity

Education BS, University of Cape Town, 1991 BA, Oxford University, 1994 MBA, Harvard Business School, 1999 Professional Experience Monitor Company, 1994-1997 Bain Capital, 1999-Present

Marc Valentiny Vice President, Portfolio

Education BS, Ecole Polytechnique, 1987 MS, Corps des Ponts, 1990 MBA, Harvard Business School, 1992 Professional Experience Braxton Associates, 1988-1990 McKinsey & Company, 1992-1996 Pinault-Printemps-Redoute, 1996-1998 Rexel, 1998-2002 Bain Capital, 2003-Present

Jay R. Venkatesan Associate, Brookside

Education BA, Williams College, 1993 MBA, Wharton School, University of Pennsylvania, 2002 MD, University of Pennsylvania School of Medicine, 2002 Professional Experience McKinsey & Company, 1993-1995 Patricof & Co. Ventures (now Apax Partners), 1995-1996 BioSupplies.com, 1999-2000 Varro Technologies, 2000-2002 Bain Capital, 2002-Present

Mark Verdi Vice President, Portfolio

Education BA, University of Vermont, 1988 MBA, Harvard Business School, 1996 Professional Experience Price Waterhouse, 1998-1994 Mainspring, 1996-2001 IBM, 2001-2004 Bain Capital, 2004-Present

Fernando Vigil* Associate, Venture Capital

Education BA, Yale University, 1999 Professional Experience Trilogy Software, 1999-2001 Bain Capital, 2001-Present

B-29


Ann Marie Viglione Senior Vice President, Finance

Education BS, Babson College, 1987 Professional Experience Price Waterhouse, 1987-1992 Bain Capital, 1992-Present

Michael Ward Executive Vice President, Portfolio

Education BS, University of Pennsylvania, 1985 MBA, The Amos Tuck School, 1992 Professional Experience Price Waterhouse, 1985-1994 Bain & Company, 1994-1997 Digitas, Inc., 1997-2002 Bain Capital, 2002-Present

Kevin Whelan Corporate Controller

Education BA, University of Notre Dame, 1991 Professional Experience Boston Consulting Group, 1994-1999 Wellington Management Company, 1999-2000 CCBN, 2000-2002 Bain Capital, 2002-Present

Jonathan D. Wecker Senior Vice President, Sankaty Advisors

Education BA, Cornell University, 1992 MBA, Harvard Business School, 1997 Professional Experience Salomon Brothers, Inc., 1992-1995 Boston Consulting Group, 1996, 1997-1999 Bain Capital, 1999-Present

Frederick Wedell II Analyst, Sankaty Advisors

Education BA, Harvard University, 2001 Professional Experience Bain Capital, 2001-Present

Robert A. Weiss Vice President, Sankaty Advisors

Education BA, Stanford University, 1991 MBA, Kellogg School of Business, 1997 Professional Experience Boston Consulting Group, 1991-1993, 1997-1999 Medio Multimedia, Inc., 1993-1994 Bain Capital, 1999-Present

B-30


Johannes Wendt Principal, Private Equity

Education MSc, Technical University Munich, 1992 MBA, INSEAD, 1995 Professional Experience Vereins- und Westbank AG, 1985 – 1987 Bain & Company, 1992 – 2000 eVolution Global Partners, 2000 – 2001 Bain Capital, 2001 – Present

Nicolas E Westphal Associate, Private Equity

Education BS, Ecole Polytechnique, France, 1997 MS, Massachusetts Institute of Technology, 2000 MS, Corps des Ponts, France, 2000 Professional Experience Paribas, New York, 1998-1999 Goldman Sachs, London, Summer 1999 Boston Consulting Group, New York, 2000-2002 Bain Capital, London, 2002 - Present

Kevin White Associate, Private Equity

Education B.S.E., Princeton University, 2000 Professional Experience Bain & Company, 2000-2002 Bain Capital, 2002-Present

Marlene A. Wojcik Vice President, Brookside

Education BA, Scripps College, 1991 MBA, Boston University, 1995 Professional Experience Price Waterhouse, 1994-1999 Bain Capital, 2000 – Present

Steven M. Wolin Vice President, Sankaty Advisors

Education BA, Bucknell University, 1991 MBA, FUQUA, Duke University, 1996 Professional Experience Mercer Consulting, 1996-2001 Bain Capital, 2001-Present

B-31


Melissa Wong Principal, Private Equity

Education BA, Stanford University, 1995 MBA, Harvard Business School, 1999 Professional Experience Goldman, Sachs & Co., 1995-1997 Bain Capital, 1999-Present

Jeffrey Woolbert Principal, Private Equity

Education BSE, Princeton University, 1995 MBA, Harvard Business School, 1999 Professional Experience McKinsey & Company, 1995-1997 Bain Capital, 1999 Englishtown, Inc., 2000 Bain Capital, 2000-Present

Scott Zack Associate, Private Equity

Education HBA, Richard Ivey School of Business, 2000 Professional Experience Boston Consulting Group, 2000 –2001 Credit Suisse First Boston, 1999, 2001 – 2003 Bain Capital, 2003 – Present

Austin Zalkin Analyst, Sankaty Advisors

Education BA, Dartmouth College, 2002 Professional Experience Bain Capital, 2002-Present

Dr. Carmen Zechner Associate, Private Equity

Education MBA, University of Economics and Business Administration, 1996 Master in Public Administration, Harvard University, 2000 Ph.D., University of St. Gallen, 2001 Professional Experience Foreign Trade Office of Austrian Chamber of Commerce, 1996 Deutsche Morgan Grenfell, 1997 United Nations Secretariat, 1997 Lehman Brothers, 1999 McKinsey & Company, 1999 Goldman Sachs, 2001 – 2003 Bain Capital, 2003-Present

B-32


Stephen M. Zide Managing Director, Private Equity

Education BA, University of Rochester, 1983 JD, Boston University, 1986 MBA, Harvard Business School, 1997 Professional Experience Cahill Gordon & Reindel, 1986-1990 Kirkland & Ellis, 1990-1996 Bain Capital, 1997-1998 Pacific Equity Partners Pty. Ltd., 1998-2000 Bain Capital, 2000-Present

B-33


romney0110b  

Attached please find an electronic copy of the Confidential Private Placement Memorandum, dated May 2004 (the “Memorandum”), relating to mem...

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