/ / /


(- Private equity (- Hedge fund

\\ (-Terms


) ) )


• Seeking returns from leveraging deep industry expertise and macro trend insights across public and private equity investments

• US$2 billion fund consisting of two separate portfolios - private equity and hedge fund; early 2007 expected launch

• 70-75% Indian sub-continent; 25-30% rest of Asia; 50+ person team in place across offices in Mumbai, Shanghai, Taipei, and New York

• Four accomplished professionals, with unparalleled relationships and ability to generate proprietary deal flow


"Early stage"


I I"Growth

: stage"



"Mature stage"

Business I Public

bu i Id i ng/ markets


<CD ~~~~~~~~~~~~~~~~~~~::~

Buy out?

Pursue investments in both public and private com pan ies ...

· .. allows synergistic insights to be leveraged in the many sectors that have both private and public investment opportunities

· .. offers flexibility to deal with swings in public market sentiment - and consequent volatility in IPO 'window'

· .. covers entire investment landscape - rich set of opportunities in both public markets and private equity

· .. provides investors with earlier returns




• Hedge fund portfolio

• Private equity portfolio


• Two separate portfolios - private equity and hedge fund

• Synergistic insights across portfolios


50+ person team in place across offices in Mumbai, Shanghai, Taipei, and New York

• Expecting to invest 70-75% of capital in Indian SubContinent, and 25-30% elsewhere in Asia on an opportunistic basis

• India - one of the fastest growing economies in the world

• Pakistan, Sri Lanka, Bangladesh - gaining momentum

• Growing middle class, favourable demographics


• Former Head - McKinsey & Company

• Founder Chairman - Indian School of Business

• Chairman

• CEO - The Galleon Group

• Former President - Needham & Company

• Head - Public markets

• Former CEO - Invesco Private Capital

• Prime Minister of India's taskforce on FDI

• Head - Private Equity

• Former Chairman - Goldman Sachs, Asia

• Former CEO - Soros Fund Management

• Head - East Asia investments

• Chief Operating Officer

• Proven record of successfully building businesses

• Lived and worked in Asia throughout their careers

• Outstanding relationships with Asian governments and top business houses

• Unique blend of 100+ years in investment, consulting and investment banking

• Successful track record in both private equity and public markets


/ • Indian GDP growing at 8% - 11 th largest economy

today, 4th largest by 2025





\ ,

• Stable (if 'noisy') democracy, consensus across political spectrum on continued economic liberalisation

• 300 million+ strong middle class, working age population expected to grow through 2030 - driving domestic demand expansion

• Over 75 companies >$18 market capitalisation, many emerging as 'global champions' - $48 of 'outbound' M&A by Indian companies in 1 H '06

• Globally competitive IT/ITES services, pharma and skill-intensive manufacturing sectors, increasingly, also labour-intensive manufacturing as 'China alternative'

• Established legal and judiciary system

• Efficient and rapidly developing capital markets, allowing for successful exits from investments


GDP, growth rate (per cent) (US$ billion)


(US$ billion)


(US$ billion)

Market capitalisation (US$ billion)


Sri Lanka



61 @









/ /

/ (- Fund overview



(- Hedge fund )
\ (-Terms )
\ 9

• $22-388 healthcare market by 2010 across hospital/clinics, 10+% CAGR;

• 30% shortage of hotel rooms inventory

• $4008 retail spend by 2010, 45 msf of mall space added 2001-05

• $3008 spend expected in next 5-7 years

• Delhi, Mumbai airports privatised

• 18 private port projects

• $208 telecom market

• 500M mobile subscribers by 2012

• $508 in IT/ITES exports by 2009

• Manufacturing sector growing >9% CAGR

• $30-408 auto components industry by 2015, with $20- 258 in exports

• Total bank assets growing 14.8% CAGR

• Retail lending growing 30.5% CAGR

• Credit card penetration growing 30% CAGR

• Parag Saxena

- Founder and former CEO of Invesco Private Capital

- Forbes' Midas List of Top Venture Capitalists, 2005


• Experiencel knowledge across economic sectors, geographies

• Deep personal and corporate relationsh i ps

• Strong track record across various stages of investment, and in buildingl growing businesses

• V

- Former CFO, a Tata Co

- Former CFO a major steel company

• Ramesh Venkataraman

- Previously senior Partner with McKinsey & Co's Mumbai office

- Leader, Technology and Telecom Practice, South/SE Asia

• To be announced

- Previously Partner in Global top tier buyout firm

- 6+ years with McKinsey's NY and Delhi offices

• Anand Dorairaj

- Previously Director, M&A of Citigroup, India

- Facilitator, Indian Prime Minister's FDI initiative



• Sector heads

• Deal origination/lead

• Board membership


• Deal execution

• Portfolio company support


• Industry specialists


• 300 deals over 23 years in technology, telecom, retail, pharma,
healthcare services and financial services; 475 fund
• Top quartile record in all private equity and fund of fund
• Forbes' Midas list of Top Venture Capitalists 2005 • Growth capital for family-owned businesses

• Business building to adapt/localise 'developed economy models'

• Asian companies seeking intraAsian, overseas access/M&A

• MNCs seeking access to Asian markets or 'offshoring'

• Recapitalisation of turnarounds/bank NPAs

• Spin-offs/carveouts from MNCs, domestic conglomerates

• Greenfield infrastructure builds

• SME and emerging sector focus in Bangladesh, Sri Lanka and Pakistan

• Privatisation - state, central government companies

• Originate 'proprietary' deal flow

- Unparalleled network of relationships with top business houses, successful entrepreneurs, and government officials

- Insight/foresight based investment themes

• Anticipate screening -600 investment opportunities over the next 3-4 years and making 25-35 investments

- Disciplined investment process reliant on deep industry expertise and onground business experience

- Avoid technologyl'new business' risk, only take execution risk

- Control and minority investments

• Target investment size per transaction is US$20 to US$100 MM; co-investments with industrial partners and institutional LPs

Target geographic mix

25-35 investments

Rest of Asia

Target size distribution



Pakistani Sri Lanka/ Bangladesh


$20-30 M

$40-60 M $100-150 M


Completed - bought 9.90/0 of the company in August 2006, have one board seat

Indian investment bank - fast growing full services provider, grown at 100 percent over past three years, needs expansion capital


Completed - bought 16.60/0 of the company in July 2006, have one board seat

Star Packaging - largest packaging company in Sri Lanka, grown -12x since 2003; needs capital for expansion into South India



Discussions underway

Indian mobile operator - spin-off of cellular tower assets (-10,000 sites) in j. v. with leading global tower company


Indian print media group - growth capital investment in nationally-prominent newspaper franchise with promising trade magazine, internet, and TV assets


Discussions underway

"McKinsey Plus" - proactive strategic and operational value-add

Active board participation and senior management counsel

Business building experience "from the trenches"

/ / /



\ \

(- Fund overview (- Private equity

) )



Taj Investors


Hedge fund will consist of at least 4 strategies and teams


CIO Portfolio Raj Rajaratnam

...... -----1 Risk Management Sanjay Santhanam

• 6 analysts, 2 traders

• $115M invested

• CAGR 35% since June 2005

• 6 analysts, 1 trader

• $105M invested

• Launched June 2006

• Hiring 5 industry analysts,

• 1 trader

• Being launched

• 30 professionals

• $30M invested

• CAGR >20% for past 4 years

Deliver high risk-adjusted returns over a market cycle

• Core philosophy: arbitrage consensus thinking

• Analysts are eyes and ears on portfolio companies - Rigorous research process

- Focus on variant view

• Traders are eyes and ears on Wall Street

- Traders have discretion, within bands, to trade around core positions

• Portfolio Manager assimilates research and trading to build portfolio

• Independent Risk Management


Long term

• Top-down Themes

• Bottom-up research

• Quantitative and Qualitative

• Catalysts



Near term

• Short term


• Flows

• Technicals

• Market Indicators

• Capture volatility

• Protect downside

Research - Disciplined approach to the business

• Rigorous fundamental analysis: focus on variant view

Trading - Core Strength

• Senior traders managed equity trading departments on Wall Street

• Trading around core positions, Tep generates incremental returns while protecting the portfolio from sharp corrections

Portfolio Construction - Consistent Approach

• Tested over 14 years

• Portfolios typically include various components: relative value, directional, catalystdriven

Risk Management - Central Component of Investment Process

• Tep focuses attention on identifying, assessing and managing the risk of its portfolios

• Successfully accomplished by using both quantitative and qualitative tools

• Managed eleven long/short equity strategies across growth sectors

• Firmwide compounded annual growth with no down year and Sharpe ratio of 1.6

• Experienced management team who have managed through multiple cycles

• Employees are largest investors with over US$1 billion in the funds

/ / /



\ \

(. Fund overview (. Private equity (. Hedge fund

) ) )

..... 1 F_u_n_d_s_i_ze __ ----J) · US$1 bi II ion Minimum commitment

TCP IP - Private equity

TCP IH - Hedge fund

• US$1 billion

• US$5 million

• US$5 million

.._I F_u_n_d_l_if_e __ ...J) · 10 years

I Hurdle rate

I Other rig hts

• 25 months lock-up with quarterly withdrawal thereafter

• 2% management; 20% performance fee

• 2% management; 20% performance fee

• 20-25%

) • Libor+ 2%


• High water mark

• Co-investment rights for selected institutional investors

• n.a.

• Skadden, Arps/ Kirkland and Ellis

• Skadden, Arps/ Kirkland and Ellis

.... Founders' top-quartile track record in both public
.... markets and private equity

... Team's unique blend of investing, consulting and
.... investment banking skills and experience

.... Intimate knowledge, passion, and commitment to
.... the Asian market

... Quality and breadth of relationships with business
.... houses and policy makers in the region

.... Unique 'crossover' strategy leveraging synergistic
... insights across public markets and private equity

... Relevant industry expertise and global network of
.... expertise and talent • Important dates

-PPMS available for review, 042006

-Indication of interest by November 1, 2006

-Funding date early 2007

• Contact information

-Rajat Gupta (rajat@tajcap.com)

-Parag Saxena (parag@tajcap.com)

-Raj Rajaratnam (raj@tajcap.com)

-Mark Schwartz (mark@tajcap.com)

This confidential document is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein. Shares of TCP I: A Special Opportunities Fund, LLC (the "Fund") cannot be purchased except by way of the Fund's Confidential Private Placement Memorandum, which contains numerous

disclosures concerning the risks of investing in the Fund and should be reviewed in its entirety prior to investment. The Fund's investments involve a high degree of risk, and there is no guarantee or assurance than an investment in the Fund will achieve its investment objective. An investment in the Fund is speculative and should form only part of a complete investment program, and an investor must be able to bear the loss of its entire investment. As such, in making an investment decision, potential investors are urged to consult a professional advisor regarding the possible economic, tax, legal or other consequences of entering into any investments or transactions described herein. This document has been prepared solely for the use of the intended recipient and may not be reproduced, distributed or used for any other purpose. The information contained herein is proprietary and confidential and may contain commercial or financial information, trade secrets and/ or intellectual property of the Fund and/or its affiliates. The information contained herein does not constitute any representation or warranty with respect to the Fund or the offering of shares in the Fund, and no person has been authorized to make such representation or warranty other than the representations or warranties contained in the Fund's Confidential Private Placement Memorandum.

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