COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT DEPARTMENT OF THE TRIAL COURT se MICHAEL HUFFINGTON, : Plaintife, f ’ [comprar AND DEMAND FOR TRIAL BY JURY T.C. GROUP, LLC, THE CARLYLE GROUP, . CARLYLE CAPITAL CORPORATION, LTD., . CARLYLE INVESTMENT MANAGEMENT, LLC, . and DAVID M. RUBENSTEIN, , RECEIVED JUL 18 2009 sueemon courr-cw MICHAEL SOSeets Dons CLERK / MATa This is a complaint to recover damages incurred by the Defendants. e plaintiff, Michael Huffington, as a result of the sale of securities by means of an untrue statement of material fact or omission to state a material fact in violation of M.¢.L. 110A, §410, negligent misrepresentations made before and after the sale of securities, and unfair and deceptive trade practices in violation of M.G.L. c. 93A, §11 by the defendants, T.¢. Group, LLC, The Carlyle Group, Carlyle Capital Corporation, Ltd., Carlyle Investment Management, LLC and David M. Rubenstein (together, “Defendants”) . Plaintiff, by his attorneys, alleges upon knowledge as to himself and his own actions and upon information and belief with respect to all other matters, as follows:Parties 1. Plaintiff Michael Huffington ("Mr. Huffington") is an individual residing at 1 Charles Street South, Boston, Massachusetts, 02116. 2. Defendant T. C. Group, LLC (the “T. C. Group”) is a limited liability company organized and existing under the laws of the State of Delaware. The T. C. Group maintains a principal place of business at 1001 Pennsylvania Avenue, N.W., Washington, Dc 20004. The T. C. Group, through its affiliates, solicited investment within the Commonwealth of Massachusetts. 3. Defendant The Carlyle Group ("Carlyle") holds itself out as a private partnership owned by Carlyle senior management and two institutional investors. Carlyle describes itself to potential investors in the Fund as “one of the world’s most global and diversified alternative investment management firms." Carlyle states on its website that it presently has more than $84.5 billion in assets under management. Its website proclaims that its “conservative investment philosophy and disciplined investment process has generated extraordinary returns for its investors.” Carlyle further describes itself as an association of entities affiliated with the T. C. Group. Upon information and belief, Carlyle is a trade name for the T. C. Group. Thecarlyle Group, through its representatives, solicited investment within the Commonwealth of Massachusetts. 4. Defendant Carlyle Capital Corporation, Ltd. ("Carlyle Capital” or “The Fund”) is, upon information and belief, a limited company registered under the laws of the Island of Guernsey, Channel Islands. Carlyle Capital was the issuer of the securities at issue in this litigation and solicited investment within the Commonwealth of Massachusetts. 5. Defendant Carlyle Investment Management, LLC (*CIM") is, upon information and belief, a limited liability company organized and existing under the laws of the State of Delaware. CIM maintains a principal place of business at 1001 Pennsylvania Avenue, N.W., Washington, DC 20004. CIM was the investment manager for the Fund, and derived a base “Management Fee” of 1.75% of equity, plus an “Incentive Fee” of 25% of net income upon reaching certain benchmarks as a result of its management of the Fund. CIM is an affiliate of the T. C. Group and part of Carlyle and managed the investments that were solicited within the Commonwealth of Massachusetts. 6. Defendant David M. Rubenstein is, upon information and belief, an individual with a residence in Nantucket. Mr. Rubenstein is a principal of one or more of the corporate defendants, including Carlyle, for which he served as a Founder