INVES T MENT GUIDELINES OF AIG PRIVAT E EQUIT Y LT D.

(the ÒCompanyÒ)

Zug, October 7, 1999

Table of Contents:

Introduction 3
Investment Process 3
Asset Allocation 3
General 3
Initial Investment Targets 3
Investment Framework and Limitations 4
AIG Companies Funds Portfolio 4
Third Party Funds Portfolio 4
Direct Investments Portfolio 6
Foreign Currencies 6
Over-Commitment 6
Cash Equivalent Investments 6
Investment Process 7
Fund Investments 7
Direct Investments 10
INTRO DUCT ION
The investment objective of AIG Private Equity Ltd. (the ÒCompanyÒ) and its subsidiary AIG Private
Equity Bermuda Ltd. (the ÒSubsidiaryÒ) (together the ÒAIG PE GroupÓ) is to achieve long-term capital
growth for shareholders by investing in private equity investment vehicles which in turn invest in
companies in the private equity and venture sectors (ãFund InvestmentsÒ). The AIG PE Group may also
make direct investments in operating companies (ÒDirect InvestmentsÓ). Although the Company may
invest directly in Fund Investments or Direct Investments, it is anticipated that AIG PE GroupÕs
investments will generally be made through the Subsidiary.

The Board of Directors may, in whole or in part, amend or supplement, within the limits of The
CompanyÔs purpose and investment principles as stated in the Articles of Association, these investment
guidelines.

INVESTMENT P ROC ESS

The Board of Directors is responsible for taking the AIG PE GroupÕs investment decisions. The Board of
Directors appoints an Investment Committee, which is responsible for assessing the investment
opportunities presented by AIG Private Equity Management Ltd., Bermuda, (Òthe ManagerÓ) and AIG
Global Investment Corp. (Òthe Investment AdvisorÓ) and subsequently making investment
recommendations to the Board of Directors for approval.

A SSET A LL OCA TIO N

Ge ner al
The assets of the AIG PE Group will be allocated into three distinct portfolios according to investment
category. The three portfolios, which are described below, are: AIG Companies Funds Portfolio, Third
Party Funds Portfolio and Direct Investments Portfolio.

Initial I nve stment Tar gets

The Board of Directors has established the following target allocations for the AIG PE GroupÕs initial
investments:

AIG Companies Third Party Direct Total:

Funds Portfolio: Funds Portfolio: Investments:
Developed Markets:
North America: 20-30% 20-30% 0-5% 40-65%
Europe: 5-10% 20-30% 0-5% 25-45%

Emerging Markets: 0-20% 0-20% 0-5% 0-20%

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Investment F ramewor k a nd Limitations
The Board of Directors expects the AIG PE Group to actively seek additional investment opportunities
on a global basis and to identify further attractive Fund Investment and Direct Investment
opportunities. Over time, as new opportunities are identified, the AIG PE GroupÕs asset allocation is
expected to shift from the initial investment targets. The following table sets forth the maximum asset
allocations by investment category for the AIG PE GroupÕs invested assets:

AIG Companies Third Party Direct Total:

Funds Portfolio: Funds Portfolio: Investments:
Developed Markets:
Including North
America, Europe and 50% 70% 33% 100%
Japan:

Emerging Markets: 30% 30% 10% 30%

Total: 50% 70% 33%

A I G C ompa nie s F unds Portf olio

Investments allocated to this portfolio include funds sponsored by or managed by an AIG Company.
Also included in this portfolio will be investments in money market and other short-term investment
instruments.

Third Par ty Funds P ortfolio

Investments allocated to this portfolio include Fund Investments that do not qualify as AIG Funds as
defined above.

The Company or its Subsidiary may enter into one or more Total Return Swaps with AIG or its
subsidiaries. These agreements will entitle the Company or the Subsidiary to receive payments equal to
a pro rata share of all distributions from a specified list of funds while obligating the Company or the
Subsidiary respectively to make payments equal to a pro rata share of all draw-downs of committed
capital to such funds

Upon closing of the Total Return Swap, the Company or the Subsidiary will pay to AIG the fair market
value of the underlying Fund Investments as of the most recent quarter end with an adjustment for
cash flows occurring between the quarter end and closing date of the contract. The terms and
valuation of the Total Return Swaps will be subject to an independent fairness opinion. The Company
or the Subsidiary expects to pay a one-time transaction fee equal to 1% of its initial investment in the
Total Return Swaps. The Company will also expect that distributions from the underlying Fund
Investments which are over the amount of its initial investment plus subsequent payments may be split
with AIG. This profit sharing is intended to compensate AIG for the management fees it paid with
respect to the underlying Fund Investments prior to the Total Return Swap, which are not taken into
consideration when calculating the fair market value of the underlying Fund Investments.

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Each of the underlying Fund Investments will be reported upon on a quarterly basis. The Board of
Directors understands that neither the Company nor the Subsidiary will have any interest as a partner,
shareholder or member, assignee or transferee, or otherwise, in any underlying Fund Investment b y
reason of the Total Return Swaps. Entities within the AIG Companies (other than the counterparty to
the Total Return Swap) may, but will not be required by reason of the Total Return Swap to have or
maintain, any underlying Fund Investment.

Future commitments to Third Party Funds will be made directly rather than through Total Return
Swaps. Therefore, over time the portion of the CompanyÕs assets invested in Third Party Funds
through Total Return Swaps will gradually decline and eventually discontinue.

The Total Return Swaps are expected to provide an immediate level of investment in private equity
assets amounting to greater than 50% of the CompanyÕs total assets. In the view of the Board of
Directors the Total Return Swaps will be a more efficient vehicle for achieving a rapid level of
investments in private equity limited partnerships.

Moreover, since the underlying funds have a range of inception dates dating back to 1985 The
Company expects that the time until investment returns are realized will be shorter than if it made
investments in newly established funds. The Company believes the variety of inception dates, managers
and investment programs employed by the underlying funds enhance the diversification of its assets
and therefore will serve to protect invested capital. With the exception of a small number of funds which
were excluded as inconsistent with The CompanyÕs investment goals, the underlying Fund Investments
whose performance will determine the return under the Total Return Swap are proportionally
equivalent to prior investments made by AIG entities whose private equity investments are managed b y
the Investment Advisor. The Company therefore believes the Total Return Swaps will provide it with a
private equity funds portfolio which is substantially similar to the portfolio that the Investment Advisor
has assembled for its AIG clients.

The Total Return Swap Agreements will be held at The CompanyÕs office and may be reviewed b y
Shareholders.

Investments in Third Party Funds will be made primarily in leveraged buyout and later stage private
equity funds, which will be comprised of a core set of established general private equity funds as well as
a group of specialist funds defined by industry, region or investment strategy. It is the view of the
Board of Directors that this portfolio approach will reduce the risk of The Company without materially
impacting the expected return profile. While the Manager will seek to invest with established fund
managers who have developed strong franchises and quality deal flow, the Manager may also target
new or less established private equity funds with unique skill sets or differentiated strategies that are
expected to develop strong franchises and produce attractive returns.

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Direct Investme nts Por tfolio:
The Direct Investments Portfolio will be comprised of investments in equity and equity-related securities
purchased through privately negotiated transactions. These investments may include transactions
related to mergers and acquisitions, recapitalizations, management buyouts, growth equity financings,
off-balance sheet financings, pre-public offering financings, restructurings and other similar
transactions. The investments will generally amount to between $5 million and $35Êmillion per company
with revenues ranging from $50Êmillion to $500Êmillion.

The Company or the Subsidiary will make control and non-control investments in portfolio companies.
ÒControlled Direct InvestmentsÓ would include transactions where the Company or the Subsidiary has
representatives occupying board seats and/or possess other corporate governance rights, by contract
or otherwise. While the Investment Advisor expects to play a meaningful role in all direct investments,
Controlled Direct Investments will generally require a greater level of involvement.

FO REI GN C URRENC IES

The Net Asset Value per Share will be calculated in CHF. However, as The CompanyÕs investments will
largely be denominated in USD, the Company will be exposed to a certain degree of currency risk,
which may adversely affect performance. Fluctuations in foreign currency exchange rates may affect
the value of Shares and/or investments of The Company.

In addition, hedging currency risks will incur additional costs. The Company may hedge currency risks
in anticipation of funding investment commitments or of receiving proceeds upon dispositions, b y
conducting spot or forward foreign currency transactions timed to settle on or about the same date of
the anticipated cash flows. However, ordinarily The Company will not attempt to hedge currency risks
over the long term.

OV ER-COMM ITM ENT

Due to the specific nature of private equity funds of the type in which The Company contemplates
investing, immediate and full investment of assets is not always possible. Commitments made by a private
equity investor to a private equity vehicle typically only result in actual investments over a period of
several years. In order to reach a high investment degree, The Company may therefore over-commit
its capital. In the event The CompanyÕs capital cannot cover the aggregate amount of commitments
drawn upon at any one time, The Company would typically cover any shortfall through debt financing
of up to 50% of its Net Asset Value as calculated on the most recent valuation date.

CA SH EQUI VA L ENT INV EST MENTS

From time to time, and in particular during the initial investment period, The Company may have an
increased level of liquid assets. Such assets are invested in short term (less than one year) debt securities
or held in cash with prime banks. Debt securities need to be rated either A-1 or higher by Standard &
PoorÕs Rating Group or P1 or higher by MoodyÕs Investors Service Inc.

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INVESTMENT P ROC ESS
The following descriptions outline the investment process for Funds Investments for funds and direct
investments separately.

Fund Inve stments

The Manager of the Company will be relying primarily on the Investment Advisor to source and
evaluate investments for the Third Party Funds Portfolio. The Investment Advisor employs a six-phase
investment process:

Phase I - Sourcing of Investment Opportunities

The Investment Advisor intends to actively manage the composition of the Third Party Funds Portfolio
of The Company. To this end, the Investment Advisor will supplement its core set of established
generalist funds by proactively seeking out Investment Funds defined by industry, region or
investment strategy that are expected to positively impact the Portfolio FundÕs return profile.

In addition, as a result of the Investment AdvisorÕs longstanding participation in the private equity
markets and its reputation as an experienced institutional investor, the Investment Advisor will likely be
contacted by private equity groups and their agents, which it expects will provide an ongoing broad
range of investment opportunities.

Phase II - Evaluation of Investment Opportunities

Initially, the Investment Advisor will attempt to understand key elements of the proposed Investment
FundÕs strategy, focusing on how the Investment Fund differs from its competitors, the durability and
adaptability of the strategy over time and the principalsÕ ability to execute the strategy.

The Investment Advisor holds the view that the quality of the investment team is crucial in determining
investment performance. As such, the Investment Advisor will conduct extensive evaluative meetings
with the principals of the proposed portfolio funds, focusing on their level of private equity experience,
their investment decision-making process and the cohesion, size and diversity of the group. In
addition, the Investment Advisor will conduct detailed reference and background checks on the
Investment FundÕs principals.

As part of its due diligence process, the Investment Advisor will examine gross and net internal rates of
return, focusing on the consistency of prior performance over various business cycles relative to
comparable funds raised during the same time period. The performance will be further scrutinized with
regard to industries and companies in which the prior funds invested, the financial and business risks
inherent in these investments and the structure of the completed transactions, as well as the attribution
of investment performance to key professionals within the firms.

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Additionally, the Investment Advisor will examine the key investment terms of the proposed investment,
including terms related to management fees and the carried interest, key-person provisions, allocation
of transaction and monitoring fees, clawback provisions, governance issues and other terms materially
impacting investors.

Generally, in evaluating Investment Fund opportunities, the Investment Advisor focuses on the
following key variables:

Brand Name & Franchise Value of Private Equity Firm:

- brand recognition;
- competitive positioning in identified niche;
- ability to attract and retain quality staff.

Transaction Sourcing Capabilities:

- depth of contact base;
- proprietary access to transactions;
- emphasis and structure of sourcing program.

Investment Strategy:
- differentiation and durability of strategy;
- Investment Advisorial issues relating to execution of strategy;
- strength of strategy during all phases of economic cycle;
- adaptability of strategy to changing market conditions;
- value-added strategy post investment.

Track Record:
- length of record;
- attribution of investment performance to key professionals;
- consistency and distribution of returns;
- strength over various economic cycles;
- basis on which returns were generated;
- risk level and investment thesis at time of investment;
- performance relative to public and private equity benchmarks;

Depth and Quality of Investment Team:

- level of private equity investment experience;
- size and diversity of staff;
- allocation of responsibilities;
- ability to execute investment strategy;
- decision-making process;
- style and approach of organization;
- compensation and incentive structure;
- cohesion and experience of fund group;
- average tenure of staff.

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Terms of Investment:
- management fees and carried interest;
- key-person provisions;
- sharing of transaction, monitoring and other fees;
- conflict of interest issues;
- co-investment terms;
- length of investment period and term of fund;
- limits on ability to raise a new fund;
- advisory committee.

Phase III - Development of Investment Memorandum

Upon completion of the due diligence process, the Investment Advisor will prepare an investment
memorandum that will summarize the proposed investment and describe the fund, its management,
financial performance, target returns and the investment risks. This memorandum will provide the basis
for a preliminary dialogue with the Investment Committee. If the Investment Committee responds
favorably, the Investment Advisor will proceed to the negotiation phase of the process.

Phase IV - Negotiation of Investment Terms

The Investment Advisor will actively negotiate the terms of a proposed investment by the Portfolio
Fund. In order to mitigate investment risks, the Investment Advisor will negotiate appropriate
protective provisions such as limiting the scope of activities of the fund, instituting key-person
provisions and, in some cases, participating on advisory committees.

Phase V - Investment Approval

The Investment Advisor will submit a final investment memorandum summarizing the opportunity in the
proposed Investment Fund to the Investment Committee. The Investment Committee will then conduct
a review and discussion of the transaction with the Investment Advisor and decide if the proposed
investment should be recommended to the Board of Directors for approval. If the Board of Directors of
the Company approves the transaction, the Investment Advisor will proceed to close on the investment
opportunity.

Phase VI - Monitoring of Investment Funds

The Investment Advisor will seek to secure an oversight role with regard to the management of the
Investment Funds. This may include regular consultations with management of the Investment Funds,
representation on governance bodies or other management rights.

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Direct Investme nts
Direct Investments are made on an opportunistic basis and will generally consist of co-investments with
or originated by the Investment Advisor and will accordingly be delegated to the Investment Advisor.

Phase I - Sourcing of Investment Opportunities

The Investment Advisor intends to generate investment opportunities from multiple sources:

The AIG Companies Network. The Investment Advisor will utilize AIGÕs extensive network of contacts
and relationships as well as its own investment network of 11 affiliated offices, comprised of over 140
investment professionals, to source opportunities. The Investment Advisor also expects to leverage AIG
CompaniesÕ insurance and financial services networks for additional investment opportunities.

Co-Investments. The Investment Advisor expects to receive co-investment opportunities from its
network of general partners resulting from ongoing and prospective relationships and investments in
their partnerships.

Intermediaries. As a result of the Investment AdvisorÕs longstanding participation in the private equity
markets and its reputation as an experienced institutional investor the Investment Advisor is often
contacted by various intermediaries, including investment banks, business brokers, accounting and law
firms and others. These contacts are expected to provide an ongoing broad range of investment
opportunities.

Proactive Efforts. The Investment Advisor may proactively identify industries or regions of interest and
pursue related investment opportunities through targeted efforts, including direct mailings, telephone
calls and meetings with targeted company management as well as other relevant parties.

Phase II - Evaluation of Investment Opportunities

The Investment Advisor believes that competent and experienced management is crucial to the success
of its investments. As such, the Investment Advisor will conduct extensive meetings with management
to understand their experiences, operating philosophies and growth plans. Moreover, management will
be subject to extensive reference checks and, where appropriate, investigatory firms may be engaged
to perform background checks on key members of the management team.

As part of the evaluation process, the Investment Advisor will analyze the target companyÕs industry.
The Investment Advisor will conduct an independent analysis, which may include discussions with the
target companyÕs customers, suppliers and competitors and a review of external research. Through this
process, the Investment Advisor will form a view of the industry trends, the drivers of growth and the
general attractiveness of the opportunity.

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The Investment AdvisorÕs due diligence efforts will include rigorous analysis of The CompanyÕs historical
performance and a detailed review of The CompanyÕs actual performance versus budget. In addition,
an accounting firm may be engaged to verify financial results, assess The CompanyÕs management
information systems and perform a business review or audit. The Investment Advisor will develop
independent financial models for the proposed investment based on projected financial results. These
models will be carefully tailored to the particular investment situation with significant sensitivity analysis
undertaken to evaluate the attractiveness of the investment under different operating and capital
structure assumptions.

In general, the Investment Advisor will focus on the following applicable factors with respect to each
proposed investment:

Management ¥ Depth at executive and operating levels

¥ Incentive structure
¥ Experience and references
Industry ¥ Size
¥ Projected growth rates
¥ Competitive landscape
¥ Product cycles
¥ Regulatory climate
¥ Margins

Company ¥ Product and customer base

¥ Distribution channels
¥ Cost structure
¥ Capital intensity
¥ Supplier relationships
¥ Financial controls and systems
¥ Historical financial performance
¥ Growth plans, cost of growth and potential stress points
¥ Competitive positioning

Phase III - Development of Investment Memorandum

After completing its evaluation, the Investment Advisor will prepare an investment memorandum that
will present a summary of the proposed investment. The investment memorandum will describe the
target business, its management and financial performance, the transaction structure, proposed exit
strategies, projected returns and investment risks, as well as include the sensitivity analyses undertaken
by the Investment Advisor. This memorandum will provide the basis for a preliminary dialogue with
Investment Committee. If the Investment Committee responds favorably, the Investment Advisor will
proceed to the negotiation phase of the process.

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Phase IV - Negotiation of Investment Terms

The Investment Advisor will actively negotiate the terms of a proposed investment by the Portfolio
Fund. The Investment Advisor will identify the key drivers of investment returns and risks in evaluating
the attractiveness of an investment and will negotiate the terms of a proposed investment by the Direct
Fund in an attempt to mitigate these risks.

Phase V - Investment Approval

The Investment Advisor will submit a final investment memorandum summarizing the opportunity in the
proposed company to the Investment Committee. The Investment Committee, will then conduct a
review and discussion of the transaction with the Investment Advisor and decide if the proposed
investment should be recommended to the Board of Directors for approval. If the Board of Directors
approves the transaction, the Investment Advisor will proceed to close on the investment opportunity.

Phase VI - Monitoring of Investments

The Investment Advisor believes that significant value can be realized for the Company from active
involvement in the FundÕs investments. This involvement may include regular consultations with
management, participating in corporate governance, assisting management in the development of its
business and strategic plans, reviewing budgets and monitoring performance against goals. In addition,
the Investment Advisor may assist a portfolio company with capital raising and acquisition and
divestiture activities.

Phase VII - Exit from Investments

When making an investment, the Investment Advisor will seek to evaluate multiple exit options. Exit
strategies may include a public offering, a private sale to a strategic or financial buyer or a
recapitalization. An analysis of the exit or the liquidity strategies for each investment will be made as part
of the initial evaluation and will be monitored on an ongoing basis throughout the life of the investment.

Zug, October 7, 1999

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