Deutsche

\-4

Bane Alex. Brown

Deutsche Bane Alex. Brown Special Opportunities Fund
Investing in funds managed by Bain Capital

The private placement memorandum contains information that is current as of its publication date and after the publication date may no longer be complete or current. Neither DB Alex. financial advisory services. Deutsche Bank engages in activities where its interests or the interests of its clients may conflict with the interests of the investors in the Fund. LLC nor Deutsche Bank Securities Inc. current information or additional materials. This presentation material (this "Material") is furnished exclusively for the 'benefit of and internal use of prospective investors on a confidential basis for the purpose of providing information about an investment in the Fund and may not be used for any other purpose. This Material does not constitute an offer or a solicitation to invest in the Fund. Brown. forecasts and estimates in this marketing document. Purchasers of the interests offered hereby will not be limited partners in any Bain Capital fund. Deutsche Bank and its affiliates engage in a broad spectrum of activities. being actively involved in venture capital.. The terms of the offering described herein may be modified prior to the delivery of any private placement memorandum.ing or solicitation of interests in the Fund. but no representation or warranty is made as to its accuracy or completeness. This Material does not contain complete information about the Fund. Interests in the Fund have not been registered under the securities laws of the United States or any other jurisdiction and have not been listed on. Accordingly. has independently verified such information and no representation or warranty is made as to its accuracy or completeness. Any investment decision should be based only on the data in the private placement memorandum. asset management and other activities.Important Information The Deutsche Banc Alex. No assurance can be given that the Fund's investment objectives will be achieved or that the investors will receive a return of all or any part of their capital. Actual events are difficult to predict and may be beyond the Fund's control. The offering of interests in the Fund should not be considered an offering of interests in any Bain Capital fund. nor have they been involved in the market. including serving as placement agent for private equity offerings. . Brown Special Opportunities Fund LLC (the "Fund") and its sponsors are not affiliates of Bain Capital LLC and its affiliates ("Bain Capita/. The value of an investment in the Fund may fluctuate. In the ordinary course of business.) or any Bain Capital Fund. Such fluctuations may have an adverse effect on the value. Contact your sales representative for the private placement memorandum. are forward-looking statements and are based upon certain assumptions. The Bain Capital funds and their sponsors are not responsible for the formation of the Fund. This Material contains certain historical return information with respect to funds managed by Bain Capital. including estimates of returns or performance. which has been provided by Bain Capital to the Fund. Past performance is not indicative of future returns. merchant banking. Any projections. price or income of that investment. This Material may not be reproduced or provided to others who are not directly concerned with the investment decision and must be returned or destroyed if an investment is not made in the Fund. Such an offer or solicitation shall be made only by means of the private placement memorandum. Certain information herein is derived from sources deemed to be reliable. any securities market. and will have no direct interest in any Bain Capital fund or any standing or recourse against any Bain Capital fund or its affiliates. Please note that levels and bases of taxation can change. As a diversified global financial institution. there is no public market for interests and no such market is expected to develop. or otherwise admitted to. Your investment will be denominated in US$ and thus will be subject to any fluctuation in rate of exchange betweenUS$ and the currency of other jurisdictions where investment funds purchased by the Fund have made investments. private equity investments.

Brown's decade-long relationship with Bain Capital has enabled the Fund to obtain a position in each of the strategies managed by Bain Capital. companies. Fund investors will participate in a variety of Bain Capital's synergistic investment strategies that have produced outstanding results.Unique Investment Opportunity Deutsche Bane Alex. Deutsche Banc Alex. The Fund will have exposure to a diversified portfolio of middle market and larger size companies. European private equity. established and start-up companies. DBSI believes that. based upon Bain Capital's demonstrated track record.S. and non-U. The Fund provides investors the unique opportunity to invest in funds managed by Bain Capital which are generally closed to new investors or whose minimum investment requirements are often substantially higher than the Fund's minimum investment requirement. this objective can be achieved. LLC and its affiliates ("Bain Capital"). one of the world's leading alternative asset management firms. as well as mezzanine and high yield investments. public and private companies and U. ("DBSI") the exclusive opportunity to invest in a diversified portfolio of funds managed by Bain Capital. The cross-fertilization of perspectives and expertise among Bain Capital's investment professionals when considering investments at each stage of a company's development and at each point in the capital structure is a strategic advantage for the Fund. Bain Capital's investment professionals invest in private and public equity. While no assurances can be made with regard to the Fund's success. With this single investment. 1 . The objective of the Fund is 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. traditional leveraged buyouts. Brown Special Opportunities Fund LLC (the "Fund") is being formed to provide a limited number of sophisticated clients of Deutsche Bane Alex. including venture capital. high yield and public equity investment funds.S. Brown and Deutsche Bank Securities Inc. the ability of its professionals and its extensive relationships and resources.

The investment professionals of Bain Capital have personally committed to invest more than $400 million in the investment funds in which the Fund is expected to invest. ii'i" ."" . The incentives of Bain Capital's investment professionals are clearly aligned with those of investors in the Fund as both will look to the performance of investments made by such investment funds as the primary source of economic reward..000 transactions and making over 750 investments across its funds.. including mezzanine. ".. 1999. Bain Capital has successfully extended its leading franchise into other areas where it is able to apply its value-added investment approach.. Bain Capital is a global investment firm with approximately 100 investment professionals managing over $10 billion of alternative assets.' "wna £Ie W"IIIWttf i d f! Bain Capital Founded in 1984. public equity and high yield debt funds. Bain Capital's extensive experience includes reviewing over 10.jEIll. Bain Capital's first five private equity funds achieved an average annualized rate of return of approximately 173% per annum on all realized investments and 88% per annum on all investments through December 31. 2 . '.. DBSI believes that these returns are among the highest returns in the private equity community over the 16-year period during which Bain Capital has been investing..-.

As a result of its outstanding reputation. finance. other sponsor groups approach Bain Capital to partner in leveraged acquisitions. as well as numerous investors with industry expertise with whom Bain Capital has built relationships over the years. and structuring investments. 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. Bain Capital seeks to attract and retain individuals who have demonstrated exceptional ability in sourcing. . • Proven Analytical Approach. analyzing. potential targets often approach Bain Capital directly with situations which present proprietary investment opportunities. • Value-Added Support for Portfolio Companies. . competitive dynamics. including: • Highest Quality People. 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 boards and 3 . as well as regulatory. tax and legal considerations. The quality and quantity of investment opportunities seen by Bain Capital is the lifeblood of its alternative asset management business. The due diligence process also includes a detailed analysis of each company's capital structure and access to capital.Personal Contacts. Bain Capital enjoys extensive. The strategic evaluation typically includes market research. negotiating. banking. One of the most important assessments is calibrating the strengths and weaknesses of the management team. high-quality industry contacts through its network of more than 150 private equity portfolio companies and the comprehensive experience of its investment professionals. • Proprietary Deal Flow. focused strategy.Relationships with Leading Investment Banks and LBO Sponsors. Bain Capital's success has been based on a number of strategic elements. Bain Capital's investment professionals possess extensive experience in consulting. Bain Capital's limited partners include over 75 CEO or senior-level executives. industry and academia.Key Elements of Bain Capital's Investment Strategy Bain Capital's investment philosophy is characterized by its demonstrated belief that a combination of strong management. law.Reputation for Integrity and Excellence. and aggressive action substantially improves a business's profits and value. product and cost comparisons with a company's key competitors. Bain 'Capital's strategy is to combine state-of-the-art financial engineering with proven operating skills to grow sales. Portfolio company executives are an extremely helpful and efficient source of information regarding industry performance and trends. Due to its strong relationships. management references. In addition. and management interviews and reference checks. sound fundamental business analysis. Bain Capital has substantial expertise in evaluating management capability due to its accumulated experience working intimately with its many portfolio companies. and further industry contacts. increase profitability and build long-term value. Bain Capital believes that it will continue to see excellent opportunities because of its: . Bain Capital is presented with numerous opportunities from leading investment banks. In addition. customer and supplier interviews. financing.

Investment themes that Bain Capital has employed to build value include: .Turnaround opportunities .Industry consolidations .Situations where Bain Capital believed it could unlock value through a change in management strategic direction • Diversified Investment Portfolios. the firm has successfully assembled diversified portfolios consisting of companies from numerous industries. Each investment is predicated on a detailed understanding of how Bain Capital can build value. The Bain Capital 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. Because Bain Capital's investment team is comprised of more than 100 professionals with extensive and diverse industry expertise.Situations where Bain Capital's comprehensive market view industry analysis led it to take a contrarian or .'i:- r temporarily filling operating positions). Bain Capital Private Equity Investments Breakdown of Industry Investments ($ millions) Number of deals Investment amount Industry Consumer Products Information/New Economy Media/Telecom Business Services Healthcare Retail Industrial & Manufacturing Hardware Technology 29 32 13 20 15 16 398 283 273 221 183 172 156 132 19 7 4 . Set forth below is the industry composition of private equity investments made by Bain Capital.Strategic growth platforms .

0% Up to 12.0% in middle • Bain Capital VII Coinvestment FundParticipating with Fund VII to finance private equity investments in larger transactions that require more than $100 million in equity to be invested • Bain Capital European Private Equity FundTo be organized to make private equity investments in companies located primarily in Western Europe • Bain Capital Sankaty Fund Leveraged total return fund to be organized to make investments in secured bank loans.5% Up to 15.0% The Fund may also make investments in other funds managed by Bain Capital based upon the particular investment opportunities and their impact on the Fund's overall portfolio diversification. high yield bonds and other special opportunities.0% 20.0-20. including private equity • Bain Capital Venture Fund To be organized to make venture capital investments in private companies • Brookside Capital Partners Fund Investments in long or short positions of public and late-stage private companies 25. 5 .Identified Funds The Fund intends to make investments Fund in the following Bain Capital funds: Target Allocation • Bain Capital Fund VIIPrivate equity investments market and larger transactions 15.0-32.0-25.5% 12.5-25.

3 428.2 270.V September 30.4% 53.1999 ($ millions) Total Bain Capital investment Total realized or estimated value Fund # of companies Annualized IRR Fund Fund Fund Fund Fund I II III IV V 21 37 20 28 31 115 83 38. As set forth below.6% 88.5 3.4 458.757.2 113. Additional information regarding private equity investments made by Bain Capital is set forth on pages 16-21. growth capital investments and restructurings.262.December 31.9 881.0% 173.2% Total Funds I . Bain Capital's first five private equity funds have achieved an average annualized rate of return of approximately 173% per annum on all realized investments and 88% per annum on all investments through December 31. which have been the primary focus of Bain Capital's private equity investment activity.2% 96. 1999.1 819.Bain Capital Fund VII Fund VII will invest in middle market and selective large leveraged acquisitions.3% 79.8 2. Fund VI has recently been invested and its existing investments will take time to harvest.276.5 52.1984 . Bain Capital Private Equity Returns in Funds 1.2 211.9 212.1% 78.V Total All Realized Investments 6 .6 855.7 1.8 173.

2 227.9 29.9 (30.3 Company Steel Dynamics Waters ICON Health & Fitness Dade Behring DDi Experian Seat Sealy Mattress Investment date Jun-94 Aug-94 Nov-94 Dec-94 Aug-96 Sep-96 Oet-97 Dec-97 Estimated Realized amount 111.232.2) 60.2 298.8 1.6 1.5 15.5 15.0 125. In transactions where Fund VII invests more than $100 million in equity.7 223.6 56.8 50.8 677.9 228.0 160.0 500.0 72.0 1.9 387.9 364. have generated attractive returns.4 29.0 56. Bain Capital has led a number of large LBOs which. Bain Capital Private Equity Investments Summary of Large Transactions in Funds IV and V ($ millionsl Bain Capital investment amount ) " 20.6% (aI Sain Capital amounts Before expenses.3 Total equity 138.0 24. include the equity funds and its affiliated 30.2 9/30/00 Total value 114.3 238. 2000 as determined assuming Ib) lei Idl Valuation as of September by Bain Capital occurred at time zero fees and Bain Capital's carried interest all initial investments Average annual IRR is calculated 7 .5 105. Coinvestment Fund VII and Fund VII will each invest 50% of the investment amount above $100 million. given the firm's selectivity.5 104.8 56.0 256.Bain Capital VII Coinvestment Fund Coinvestment Fund VII will participate in larger privata equity investments where Bain Capital believes it can achieve high rates of return.636. larger investment opportunities.0 144.3 Implied annual JRR'el 82.8 550.0 23. Bain Capital has participated in a number of attractive.5 242.2 345.4 228.0 coinvestors valuelbl 2.4 56.4 0.0 85.9 298.8 372.0 14. In excess of 40% of the assets of each of Funds V and VI were invested in larger transactions requiring more than $100 million in equity.8 326.5 6.569. Bain Capital's track record in sponsoring and investing in large transactions underlines the attractiveness of its strategy of analyzing larger transactions.0 Average annual IRRld) -- 198.909.

0 118.5 109.0 621. Bain Capital introduced Coinvestment Fund VI to offer its investors an opportunity for greater participation in its larger investments. and.9 8 .1 70.5 40.7 $202.0 coinvestors 94. while returns will take time to materialize. Bain Capital believes that these investments will produce returns comparable to those generated in its middle market activity.0 200.Beginning with Fund VI. Coinvestment Fund VI participated in six large transactions alongside Fund VI.9 350.0 200. Bain Capital Private Equity Investments Summary of Large Transactions in Fund VI (S millions) Company Investment date Total equity Bain Capital investment arnount'v Domino's Mattress Holdings Buhrmann Shoppers Drug US LEC CTC Cal Bain Capital amounts Dec-98 Aug-99 Oct-99 Apr-DO Apr-OO May-OO include the equity funds and its affiliated $355.0 70.

The firm intends to add additional personnel and to establish a presence in Munich in the near future. . In addition. including: . including: activities in Europe on a diversified mix of traditional and experience has also growth and and • Corporate Carve-Outs. particularly Germany. • Family Owned Businesses. investment banks and other private equity funds to identify attractive opportunities. economic and political trends are occurring or will occur in Europe which should create an attractive opportunity to invest in the private equity of European issuers. The European Opportunity The Bain Capital European Private Equity Fund is expected to be launched in the first half of 2001.changes in taxation. Restructurings and Expansions. Target Investments Bain Capital's strategy for making private equity investments in Europe is consistent with the strategy it employs in the United States.Bain Capital European Private Equity Fund Bain Capital has been making investments in Europe since 1989. Bain Capital (Europe) currently has 12 multi-national professionals dedicated to making European investments. In certain countries. An increasing number of European firms are exploring financial sponsor-backed management buy-outs and buy-ins to provide solutions for their family succession issues. DBSI believes that a combination of regulatory.the introduction of the Euro. Bain Capital has demonstrated success addressing the needs of many such family businesses in transition. Bain Capital has extensive helping large corporations facilitate complex divisional divestitures. which is contributing to the emergence of a pan-European financial market with enhanced competition and increased cross border dealings . Based in London. 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. In addition. the firm partnered with leading corporations to provide financing for expansion via both organic acquisitions. • Telecommunications and Venture. Bain Capital intends to focus its investment new economy investments. and has invested more than $200 million in seven Europe-related transactions which have generated a cumulative IRR of 104%. including !ower marginal rates and favorable treatment which are fostering a more entrepreneurial environment 9 of stock options. social. DBSI believes that allocating a portion of the Fund's investments to European private equity will enhance the Fund's diversification. The fund will leverage Bain Capital's broad network of contacts in industry. the fund will focus on acquiring repositioning "non-core" assets of large conglomerates. The ongoing development of the European telecommunications market is expected to create attractive opportunities to make selective venture and later stage investments.

.4 7.0 326.1 55.4% 60.• Italy. greater protection of intellectual property including economic integration and . Italy Netherlands U.5 coinvestors 101 101 Bain Capital amounts Before expenses. Ger .4 154. Netherlands Italy Investments Transactions Estimated Realized amount Company Libri Dade Behring Seat Buhrmann DexterUs laxis Aexis Investment date amount's' 3.027.4 7.0 154.improving liquidity through an increasing number of exit routes and the development yield market and high growth stock markets of the high Bain Capital Private Equity Summary of Europe-Related ($ millions) Bain Capital Investment Nation Germany France. U.0 210.8 24.0 424.0 1.9 256.6 32.9 12.5 238.4 59.1 12.K.S.governmental policies encouraging business development.6 109.0 24.9 12.9 223.9 242. 2000 as determined by Bain Capital occurred at time zero lei fees and Bain Capital's carried interest assuming all initial investments Idl Average annual IRR is calculated 10 .6 14.9 550.8 29. include the equity funds and its affiliated Valuation as of September 30.0 12.0) 0 103.8% 602.8 7.4 0 (75.0 12.7 9/30/00 value1bl Total value Implied annual IRRlel Average annual IRRld) 1989 1994 1997 1999 2000 2000 2000 32.

20% 1. (iii) mezzanine investments.31 % 2. This capital structure should enable the fund to leverage its asset returns in order to enhance the total return to partnership investors. which is contemplated to be structured as a market value collateralized debt obligation fund. LLC.5 billion of below investment-grade assets in eight leveraged funds. Sankaty Advisors focuses on identifying debt investments that it believes will likely outperform the market through improvements in operating results and reduction in leverage. Sankaty Advisors will seek to maximize investment opportunities by investing in certain of the private equity. non-recourse debt financing. will acquire and manage a diverse portfolio of primarily below investment-grade assets consisting of: (i) secured bank loans.Bain Capital Sankaty Fund The Sankaty Fund will be managed by Sankaty Advisors. The borrowing arrangements will include a revolving facility. The capital structure of the Sankaty Fund will consist of limited partnership interests and committed. Investment Process Sankaty Advisors' 21 investment professionals have a long-term investment orientation and seek to achieve high current income and total rate of return. 2000: . The Sankaty Fund will target a net return to investors of 15-25%. Average Quarterly Return Sankaty High Yield Portfolios Bear Stearns High Yield Cash Pay Index Sankaty Bank Loan Portfolios DLJ Leveraged Loan Index 11 7.86% 24.73% 0. which manages more than $3. 1998 through June 30. rather than on its anticipated upside. the portfolio will be actively monitored and each security will be periodically reviewed to determine whether. public equity and mezzanine opportunities presented by Bain Capital. in absolute as well as relative terms.17% . while managing credit risk through industry and issuer diversification.35% 12. Sankaty Advisors is one of the largest and most successful managers of such funds. However. In addition. Iii) public high yield debt. the Sankaty Fund is projected to make cash distributions of realized earnings more quickly than the private equity funds in which the Fund is expected to invest. Performance of Funds Managed by Bain Capital's Sankaty Advisors Actual equity distributions in the four leveraged high yield funds scheduled to have already made distributions are meeting or exceeding their initial projections. Barn Capital's fixed income group.15% 2. The focus is on an investment's potential downside. the returns offered for that security are attractive. Cumulative Return.28% 0. Potential debt investments are reviewed on the assumption that they will be held to maturity. (iv) structured products and funds and (vI equities and special opportunity investments. which will increase the fund's ability to invest on an opportunistic basis by increasing and decreasing its leverage based on market conditions. Set forth below is a summary of the performance of assets managed by Sankaty Advisors since inception on January 15. The Sankaty Fund is expected to provide diversification benefits to the Fund because the targeted below investment-grade assets have demonstrated low correlation with investments that will be made by the other targeted investment funds. The Sankaty Fund.

Bain Capital's high ratio of investment professionals to managed capital and its broad industry expertise and contacts permit it to conduct extensive primary due diligence prior to making an investment. suppliers and strategic partners. New York. 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. telecommunications. During the early stage in which a company may be developing products and seeking capital to commence manufacturing. Bain Capital. 12 . the majority of its investment professionals have strategic consulting or operations backgrounds. In addition. 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. In addition. for example. an entrepreneur is seeking capital to conduct research or finish a business plan. The capital markets expertise of Brookside Capital Partners. is well-suited for venture investing. • Value-Added Support. Once an investment is made. • Extensive Network for Sourcing Deals.Bain Capital Venture Fund Bain Capital's investment approach. LLC's public equity affiliate. network of its over 100 investment professionals and 150 private equity portfolio companies. Bain Capital can also draw from its in-house staff of portfolio company executives to provide for potential management talent. The Bain Capital Venture Fund (which is expected to be launched in the fourth quarter of 2000) will be Bain Capital's primary vehicle for venture capital investments. • Extensive Due Diligence. which focuses on defining the market. Bain Capital intends to take an active role in its investee companies. During the seed stage in which. For late stage investments in which a profitable or near-profitable high-growth company may be seeking further expansion capital. including the personal . including board representation (Bain Capital's professionals currently serve on approximately 50 corporate boards). With offices in Boston. the fund is expected to have a value-added investor group of leading technology executives and entrepreneurs. Bain Capital's investment professionals can provide high levels of ongoing strategic advice and support. The fund is expected to primarily target technology-based companies that are involved in business transformation. Bain Capital intends to make venture capital investments in emerging growth companies in different stages of development. 2000. including software. Bain Capital has taken approximately 25 companies public with over $35 billion in market capitalization as of September 30. the firm has investment professionals in some of the most active venture capital regions. 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. hardware. San Francisco and London. business services and media. Bain Capital can help build-out the company's management and infrastructure and introduce the company to potential customers. assessing industry attractiveness and evaluating a company's competitive and financial position. the venture company will benefit from the strategic direction Bain Capital can provide based upon the consulting and industry expertise of its investment professionals. Bain Capital is able to leverage its extensive network of deal sources.

. Brookside Fund Strengths . key risks and opportunities. and its capital markets experience developed through the issuance by portfolio companies of high yield securities and investments managed by Sankaty Advisors. portfolio companies and limited partners. Bain Capital routinely completes detailed industry analyses that identify attractive industries and public companies as potential investments. For example. Including well-positioned companies in out-of-favor industries.Crossover Capital. cyclical stocks at the bottom of their business cycle. 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. . stocks that have been depressed for the "wrong reasons" and companies going through complicated spin-offs or restructurings whose value is not being recognized in the marketplace. Performance of this asset class has historically had a low correlation to the stock market. Type of Investments . and valuation versus competitors. The fund generates quality investment ideas through its unique network of investment professionals. 13 . Bain Capital has significant experience analyzing the risk and reward tradeoffs of different layers of the capital structure through its activities as both an equity sponsor and mezzanine investor in leveraged transactions.'s 14 investment professionals.Idea Generation.S. Brookside Capital's fundamental research includes detailed analyses of industry attractiveness. including Bain Capital's private equity and below investment-grade specialists.to build strong relationships with outstanding companies regardless of their stage of development. Bain Capital seeks . As of September 30. in managing its existing portfolio companies and in evaluating potential acquisitions of private companies.Brookside Capital Partners Fund The fund attempts to generate a long-term return in excess of that generated by the overall U. the fund had approximately $1.5 billion under management. growth potential and/or asset value. the fund utilizes the industry expertise and contacts of its affiliates to rigorously analyze investment ideas according to Bain Capital's strategic investment methodology. competitive position. In addition to Brookside Capital Partners Inc. 2000.Growth Investments. management. Unregistered securities that provide a company with the expansion capital needed to pursue its growth goals and strategic plan. industry Value Investments. .Strategic Investment Methodology. Up to 20% of the fund's assets may be allocated to private investments. Quality growth companies gaining market share in an attractive due to exceptional capabilities in product development and sales and marketing. public equity market while reducing the market risk of the portfolio through selective short positions.Distressed Securities. Detailed fundamental strategic and financial analysis has been critical to the success of the fund by providing the ability to properly assess both an investment's risk and its potential upside.

6% 58. Short positions are opportunistically employed to reduce portfolio volatility.4% 27. Time-weighted results equally weight the investment returns in each quarter.2% 21.2%) 28.4% 222. strategically impaired companies or hedging techniques to isolate particular investment themes.9% 4. Typical short positions include industry pair trades (attempting to be long industry winners and short losers). As of September 30. with a typical invested position of 110% long and 50% short. providing a 60% net long position.8% (2.5% 20.9% 61.8% 22. 14 . Past performance is not indicative of future results. L. Performance is calculated net of expenses and performance allocation using the time-weighted fate of return method.9% 21.4% 153. Brookside Capital Partners Fund.6% October 31. 2000 Portfolio Returns (unaudited) Year-to-date 2000 1999 1998 1997 Since inceptionl!) Brookside Fund (gross) Brookside Fund (net)12) Russell 2000 Index' 11) (2) 8.2% 74. 1996 Performance allocation for 2000 is estimated.P.The fund generally employs modest leverage to enhance returns.2% 5.

Generally. There will be no carried interest. Annual audited financial statements as soon as practicable. the Fund will distribute quarterly unaudited performance updates. In addition.000 10% of Capital Commitment Capital calls are expected to be made not more than quarterly to meet capital calls by the underlying funds. It is expected that the annual tax information from the underlying funds will not be received in sufficient time to permit the Fund to incorporate such information into its own annual tax information and to distribute such information to U.~~------~.S.25% paid quarterly in advance. which will comprise at least 90% of the portfolio.15 & Taft LLP . =~=====--~=------------------------------Summary of Offering Manager: Investment Objective: Deutsche Bank Securities Inc.000 5 years Individual investors who own at least $5. of investments Minimum Investment: Period: Commitment Qualified Investors: Initial Capital Commitment: Capital Drawdowns: Reporting: Distributions: Termination: Placement Fee: Management Fee: Legal Counsel: Auditors: . net proceeds will be distributed as they are received to a designated Deutsche Banc Alex. DBSI anticipates investing in at least five funds.000. Anticipated to be 10 years from the date of final closing subject to extension to accommodate the termination of the underlying funds. Cadwalader. Brown account unless otherwise instructed. The remaining balance of the portfolio may be comprised of direct investments in private companies parallel with one or more such funds and secondary investments in funds managed by Bain Capital. The Fund will attempt 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 managed by Bain Capital.000. Investors should expect to file an extension. 2% placement fee on commitments Capital commitments are subject to an annual management fee of 1. Wickersham PricewaterhouseCoopers. $1. investors prior to April 15 of each year. except for the last quarter.

424 3.621 61.533 4.604 3.511 9.263 8.960 176.137 13.410 103.995 993 254 184.7) (84.1 37.329 18.7 0.858 20.166 10.286 40.132 2.4 (26.711 26.0 82.545 85.025 9.382 3. 1988 1988-91 1988 1988-92 1989 1989-90 1989 1989 1990 1991 1991 1991-93 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 1995 1996 1996 1996 1996 1996 1996 Investment amount s Media 2.2 0 303.924 74.Appendix .936 30.776 4.587 13.358 2.376 9.876 204. Dynamic Details 16 .0 (16.518 6.369 22.6) 27.776 5.616 6.189 2.8) 0.463 0 6.3 70.598 2.534 3.751 4.958 3.145 24.357 5.750 4.8) 20.010 2.152 2.164 9.8 66.860 0 55.9) (65.898 4.9% 20.11 (22.9 55.108 24.948 5.7 29.219 15.4 227.171 107.442 4.3 12.181 10.8 (29.0 61.516 13.122.9 (43.021 207.2 0.9 1.740 1.108 6.379 5.5 0.080 6.1) 315.000 10.218 58.2 416.3) 13.2 (32.V) Realized or estimated amountr" Implied annual IRRI~) 52.0 130.213 69.430 10.432 32.948 400 9.587 3.711 229.2 126.9 216.290 3.0 (3.9 (29.181 58.749 4.402 31.478 2.201 3.312 4.082 5.060 16.573 s 5.1 Average annual IRRIZII31 (S thousands) Key Airlines Holson Burnes Group Accuride Vetco Gray Handbag Holdings PPM Stage Stores (SRI) Libri ABRY Communications Damon PolymericsfTulip Gartner Group Brookstone Masland EduServ Technologies Leiner American Pad & Paper Duane Reade Preferred Technical Group Gilbert Engineering GS Industries GT Bicycles Stream lnt'l/Corp Soft/Modus PSI Totes Steel Dynamics Physio Control Waters ICON Health & Fitness Small Fry/Humpty Dumpty FTD Dade International Investment Resource Mgmt.458 4.3) (42.577 6.7) 62.633 45.524 26.4 55.751 2.410 18.5 844.0 31.758 Sportcraft AMF Bowling The lifelike Company Clarity Telecom Medical Specialties Bocchi laboratories .380 47.926 15.286 69.395 4.976 25.7 128.1 132. Auto Palace/ADAP Alliance Entertainment Jostens Learning Wesley Jessen Vision Care Jtech Miltex Instruments Cambridge Industries Argencard Date of investment 1984 1986-92 1986 .407 4.0 36.0 60.7) 0.702 9.669 4.628 4.Bain Capital Private Equity Investments Table I Summary of all Bain Capital Private Equity Investments (Funds 1.

0 [58.857 11.096 11.670 12.383 11.985 3.499 0 9.362 8.3 [44.0 147.277.0 0.516 8.0% 121 Sefore expenses.633 12.6 $881.749 85.761 9. occurred at time zero. 131 fees and Bain Capital's carried interest.408 2.203 949 88.362 8.527 19.339 251.409 by Sain Capital as described $3. 1999 as determined Date of investment 1996 1996 1996 1996 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1997 1998 Investment amount $ 6.3 [15.961 40.644 173.819 8.044 3.6) 303.1 0.5 0.0 0.569 20.050 19.387 Implied annual IRRI21 0.020 9.6 Average annual IRRI2HJI 32.103 17.195 on page 21 .0% [52. 88.644 17.0 56.636.431 30.11 0.0 241.050 19.819 8. See page 21 for a further Average annuallRRs are calculated assuming all initial investments description of current valuation and IRR methodology.596 87.3 [40. 17 .[5 thousands) PiRod Physicians Quality Care Experian 62nd Street Broadcasting Walco lnternational Tricor Packaging/Kranson Autosystems Manufacturing Therma-Wave Premier Brands/Mother's Kitchen DoubleClick Vivra Specialty Partners Artisan Entertainment DecisionOne GoCom Communications Midwest of Cannon Falls Epsilon/DMDA Seat The Learning Company Sealy Mattress Alliance Laundry Investments < $2 million & venture investments Total investments (11 Valuations as of December 31.424 Realized or estimated amount'u $ 6.780 9.408 15.335 9.749 357.9) 87.019 5.203 6.4) 0.0 0.841 40.884 3.3) 6.985 29.

120 9.147 7.4 145.995 993 254 14.137 13.1 66.7) 119.645 35.1 132.189 2.6 416.468 S458.166 10.395 4.388 3.201 1.976 25.1 20.636.670 20.5 60.3 303.283 6.879 15.750 4.527 5.9 1.240 4.8 67.533 4.920 33.531 251.9 20.3 87.4 55.458 1.122.9% 478.0 227.000 10.691 18.7) (84.960 176.876 17.4 {26.2 36. Auto Palace/ADAP Alliance Entertainment Jostens Learning Wesley Jessen VisionCarel3) Clarity Telecom Dynamic Details (DDi)16) Experian Tricor Packaging/Kranson DoubleClick Artisan Entertainment DecisionOne Investments < $1 million & venture Total investments s 2.2 126.680 103.192 52.778 113.545 8.948 216.604 1.906 3.7 61.9) (65.805 85.164 1.9 18.213 69.1 37.1) 315.010 2.145 1.385 204.219 3.587 3.670 3.279 400 9.335 4.499 0 161.691 8.1) (22.1 82.958 1.633 3.152 2.2% 18 .9 35.181 58.430 10.Table" Summary of all Bain Capital Private Equity Realized Investments Date of investment 1984 1986 1986-92 1986 1986 1988 1988-91 1988 1988 1988-92 1989 1989-90 1989 1989 1990 1990 1991 1991 1991 1991-92 1991-93 1992 1992 1992 1992 1992 1992 1993 1993 1993 1993 1993 1994 1994 1994 1994 1994 1994 1994 1995 1995 1995 1995 1995 1996 1996 1996 1997 1997 1997 1997 investments Investment amount (Funds I .218 28.1 37.7 29.357 13.215 87.9 55.446 184.776 5.0 130.233 55.060 16.020 8.524 1.857 11.V) Reali2:ed amount $ 5.376 9.2 80.442 2.884 31.478 19.424 6.352 4.7 {29.044 88.120 22.884 29.8 62.3 63.1 207.4 Average annual IRR(11121 ($ thousands) Key Airlines Calumet Coach Holson Burnes Group Accuride GS Roofing Vetco Gray Handbag Holdings PPM Transtar Stage Stores (SRI) Libri ABRY Communications Damon Polymerics(Tulip DeVilbiss Gartner Group Mothercare Stores Brookstone Masland Environmental Data Resources EduServ Technologies Leiner American Pad & Paper Duane Reade Preferred Technical Group Eastman Office Products Gilbert Engineering Nutracsuticalw GS lndustries'" GT Bicycles Stream Int'l/Corp Soh/Modus Media One Source Information!J) Oacis Healthcare Steel Dynamics!J) Physio Control WEFA Associates Waters Small Fry/Humpty Dumpty!J) Dade lnternationalw Investment Resource Mgt.369 34.080 6.263 8.858 17.702 4.382 24.0 (3.7 511.021 0 303.621 61.936 30.000 1.2 6.948 22.3 147.181 10.556 4.171 107.850 26.432 32.290 3.132 2.6) 27.4 216.5 844.850 3.776 4.860 0 5.4 128.751.0 31.516 5.380 0 47.633 3.780 55.924 74.9 43.725 Implied annual IRR(2) 52.577 1.616 6.3 70.

.235 follow-on investment made October 1995) as shown above... 1999 the total cost and value of the investment are $40....... Steel Dynamics ...... GS Industries .. 1999 the total cost and value of the investment are $26... _ . respectively.531 on its initial investment of $4._.. 131 Realized amount includes public securities valued at a discount from the December 31.. Dade International .._.._ • .283 (excludes $16.. ..$3. not yet distributed: Nutraceutical$12.813.'....573 and $69.. respectively.402.. _ _.B84 on its initial investment of $8.. As of December 31.to date Bain Capital has received $33.. which are included on Table I and in the calculation of its IRR of 61.. which are included on Table I and in the calculation of its IRR of 416.__......2%.359 followon investment made 19971 as shown above. See page 21 for a further Average annual IRRs are calculated assuming all initial investments description of current valuation and IRR methodology.O' .. 14) 151 16) 19 .~I~I~ .. .898.518 and $58..335 of its investment.215 (excludes $36. Small Fry/Humpty Dumpty ..334.556 on $13.505.. -~- ==-~~-------------------_J III (2) Before expenses. 1999 the total cost and value of the investment are $24... fees and Bain Capital's carried interest.... OneSource Information .. __ ~~~..758.. ... As of December 31.961....'...$17... At December 31.to date Bain Capital has received $19. Dynamic Details .3%...$1. which are included on Table I and in the calculation of its IRR of 36.to date Bain Capital has received $216.. 1999 price. occurred at time zero.654 and Wesley Jessen VisionCare . respectively...$24....669 and $229....0%.

426 35. Coinvestment Fund VI and Bam Capital Pacific Fund through May Includes investments 2000.624 188.855 made by Bain Capital Fund VI.303 23.970 3.186 25.421 3.753 23.015 24.990 US Synthetic SMTC/Hi-Tech Manufacturing Frucor Bentley's Luggage Anthony Crane Fresh Samantha/Odwalla Epoch Senior Living Domino's Stage Stores Integrated Circuit Systems TravelCLICK ChipPAC Mattress Holdings Advanced Telecommunications netLibrary Buhrmann Cameraworld.649 98.336 7.Table III Summary ($ thousands) of Recent Bain Capital Private Equity lnvestmentstu Date of investment 199B 1998 1998 199B 1998 1998 1998 1998 1998 1999 1999 1999 1999 1999 1999 1999 1999 1999 1999 1999 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 Investment amount $ 17.216 13.012 11.975 19.569 16.585 67.com iWon.328 5.989 2.134 6.555 63.420 7.911 20.com laxis HealthEcare USLec eTranslate DexterUs AMR Interactive Village Ventures Broder Brothers Aexis CTC Communications Rivus Internet Group Total investments III Systems 5937.324 21.555 9.023 32.667 15. 20 .518 3.com Stericycle Stream International Australian Electronic Manufacturing Shoppers Drug Mart Dealtime.161 27.404 19.473 5.551 89.246 6.817 4.749 16.

are compounded quarterly assuming all initial investments in each portfolio company occur at time zero..~------~------~------~. . and have been subsequently Internal rates of return calculations are before taking into consideration General Partner's carried interest. the estimated fair market value of the remaining interest in the company is assumed to be the terminal cash flow.. fees. as well as for the various groupings contained in Table I and Table II.--~-"-~~-~-~--=-------=~~~------------------------------. 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. Portfolio companies that were acquired in separate transactions merged are treated as a single investment. expenses and the Overall IRR calculations. 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. For investments currently held. less a discount for illiquidity plus all cash returns to date. 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 Waf{ Street Journal. 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. 21 .

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