For purposes of this brochure, unless otherwise noted, the “Advisers” mean (i) Bain Capital Private Equity, LP (“Bain Capital Private Equity”), a Delaware limited partnership, (ii) Bain Capital Double Impact, LP (“Bain Capital Double Impact”), a Delaware limited partnership, (iii) Bain Capital Life Sciences, LP (“Bain Capital Life Sciences”), a Delaware limited partnership, and (iv) Bain Capital Tech Opportunities, LP (“Bain Capital Tech Opportunities”), a Delaware limited partnership, and, each of which are wholly owned by Bain Capital, LP (“Bain Capital”). Bain Capital Private Equity provides investment advisory services to pooled investment vehicles (the “Bain Capital Private Equity Funds”)1 that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Bain Capital Double Impact provides investment advisory services to pooled investment vehicles (the “Bain Capital Double Impact Funds”)2 that are exempt from registration under the 1940 Act and whose securities are not registered under the Securities Act. Bain Capital Life Sciences provides investment advisory services to pooled investment vehicles (the “Bain Capital Life Sciences Funds”)3 that are exempt from registration under the 1940 Act and whose securities are not registered under the Securities Act. Bain Capital Tech Opportunities provides investment advisory services to a pooled investment vehicle (the “Bain Capital Tech Opportunities Fund”) that is exempt from registration under the 1940 Act and whose securities are not registered under the Securities Act. As the investment advisers of the Bain Capital Private Equity Funds, the Bain Capital Double Impact Funds, the Bain Capital Life Sciences Funds, the Bain Capital Tech Opportunities Funds (collectively, the “Funds”), the applicable Adviser, along with each Fund’s General Partner (each a “General Partner” or “GP”), identifies investment opportunities for, and participates in the acquisition, management, monitoring and disposition of investments of, each applicable Fund. Each Adviser operates its business as follows: (1) Bain Capital Private Equity. The primary focus of Bain Capital Private Equity’s investment advisory activity is researching and advising on private equity investments, including leveraged acquisitions and recapitalizations, investments in growth companies, turnarounds and traditional buyouts in a wide variety of industries. Such investments take the form of privately negotiated investment instruments including unregistered equity from both U.S. and non-U.S. issuers. Although the primary focus of each Bain Capital Private Equity Fund is on private equity investments, Bain Capital Private Equity may from time to time recommend other types of investments consistent with the respective Bain Capital Private Equity Fund’s investment strategy and objectives. 1 Where applicable, includes wholly owned subsidiaries and Alternative Investment Vehicles (AIVs) related to transactions with Bain Capital Private Equity Funds. 2 Where applicable, includes wholly owned subsidiaries and AIVs related to transactions with Bain Capital Double Impact Funds. 3 Where applicable, includes wholly owned subsidiaries and AIVs related to transactions with Bain Capital Life Sciences Funds. (2) Bain Capital Double Impact. The primary focus of Bain Capital Double Impact’s investment advisory activity is researching and advising on investments in self- identified impact- or mission-oriented companies and more traditional businesses with positive impact products and services. These include control investments in lower middle market growth equity companies and minority and other investment structures. Such investments may take the form of privately negotiated investment instruments including unregistered equity and debt instruments from both U.S. and non-U.S. issuers consistent with each Bain Capital Double Impact Fund’s investment strategy and objectives. Although the primary focus of Bain Capital Double Impact Funds is on controlling equity investments, Bain Capital Double Impact may from time to time recommend other types of investments consistent with the respective Bain Capital Double Impact Fund’s investment strategy and objectives.

(3) Bain Capital Life Sciences. The primary focus of Bain Capital Life Sciences’ investment advisory activity is researching and advising on investments primarily in biopharmaceutical, medical device, diagnostics and enabling life science technology companies. These include companies that need capital to achieve the next milestone, accelerate or expand growth or re-establish momentum following a setback. Although the primary focus of Bain Capital Life Sciences Funds is on controlling equity investments, Bain Capital Life Sciences may from time to time recommend other types of investments consistent with the respective Bain Capital Life Sciences Fund’s investment strategy and objectives.

(4) Bain Capital Tech Opportunities. The primary focus of Bain Capital Tech Opportunities’ investment advisory activity is researching and advising on investments in technology and technology-enabled companies. These include a mix of majority, control positions of the securities of a portfolio company and minority and other investment structures. Although the primary focus of Bain Capital Tech Opportunities is pursuing investments based in North America, it may also selectively pursue investments in other geographic regions.

The Advisers provide investment advisory services to the applicable Funds pursuant to separate investment and advisory agreements (each, an “Advisory Agreement”). Investment advice is provided by an Adviser directly to the applicable Funds, subject to the direction and control of the affiliated General Partner of such Fund and not individually to the investors in the Funds. Any restrictions on investments in certain types of securities are established by the General Partner of the applicable Fund and are set forth in the documentation received by each limited partner prior to investment in such Fund. Once invested in a Fund, investors cannot impose restrictions on the types of securities in which such Fund may invest. Currently there are no restrictions on the types of securities in which a Fund may invest. Bain Capital Private Equity has been in business since 1984. As of December 31, 2019, Bain Capital Private Equity, Bain Capital Double Impact, Bain Capital Life Sciences, and Bain Capital Tech Opportunities collectively managed approximately $46,867,336,0004 of client assets, all of which are managed on a discretionary basis. please register to get more info

As compensation for investment advisory services rendered to the Funds, an Adviser receives from each applicable Fund an annual management fee payable quarterly in advance. Management fees paid by a Fund are indirectly borne by the limited partners in such Fund. The precise amount, and the manner and calculation, of the management fee for each Fund is established by the applicable Adviser and is set forth in such Fund’s Advisory Agreement, limited partnership agreement (or analogous organizational document) and/or other documentation received by each limited partner prior to investment in such Fund. Fees may differ from one Fund to another, as well as among limited partners in the same Fund. Upon termination of an Advisory Agreement, appropriate treatment, including, where applicable, returning prepaid management fees on a prorated basis, will be given to all management fees collected in advance. As described below, the management fee may be reduced in some circumstances in connection with the receipt by an Adviser or its related persons of various fees paid by actual or prospective portfolio companies. The management fee is generally subject to waiver or reduction by an Adviser in its sole discretion, including in connection with investments made by the General Partners or its related persons. The fee structures described above may be modified from time to time. To the extent not paid by portfolio companies or other investment vehicles, a Fund shall bear its expenses, which shall generally include the expenses set forth below. Expenses borne by a Fund may vary among the Funds. Please refer to the limited partnership agreement (or analogous organizational document) of the applicable Fund for details regarding the practices of such Fund. (a) all investment-related expenses (in each case, including with respect to investments in platform companies or add-on acquisitions), including expenses relating to identifying (including any finder’s fees); evaluating; valuing; researching; investigating; structuring; diligencing; monitoring; hedging; purchasing, holding, selling (or potentially selling), refinancing (including any brokerage fees or expenses); or restructuring investments and potential investments (whether or not completed) (including lodging, travel (including the 4 Bain Capital Private Equity does not have ultimate investment discretion with respect to the assets of any Bain Capital Private Equity Fund, as such discretion is retained by the applicable General Partner of each Bain Capital Private Equity Fund; Bain Capital Double Impact does not have ultimate investment discretion with respect to the assets of any Bain Capital Double Impact Fund, such discretion is retained by the applicable General Partner of each Bain Capital Double Impact Fund; Bain Capital Life Sciences does not have ultimate investment discretion with respect to the assets of any Bain Capital Life Sciences Fund, such discretion is retained by the applicable General Partner of each Bain Capital Life Sciences Fund; Bain Capital Tech Opportunities does not have ultimate investment discretion with respect to the assets of any Bain Capital Tech Opportunities Fund, as such discretion is retained by the applicable General Partner of each Bain Capital Tech Opportunities Fund. use of first class or business travel), transportation, meals, entertainment and other similar expenses relating to the foregoing); (b) all expenses of the Fund incurred in connection with the ongoing operation and administration of the Fund, including any legal, tax, auditing, accounting, domiciliation, consulting fees, bookkeeping, record keeping and clerical services to the Fund (whether performed by internal staff of the Fund’s Adviser or the Fund’s GPs, affiliates of or entities established by the Fund’s Adviser or the Fund’s GPs or by third parties, and expenses related to acquiring, developing, implementing or maintaining related software; provided that the amount charged to the Fund for such services by internal staff may be capped at a certain dollar amount); (c) all financing fees; taxes and expenses associated with the Fund’s financial statements or tax reporting (including fees and expenses associated with preparing tax information, returns, elections, investigations, settlements, reviews and audits); expenses incurred in connection with the preparation and maintenance of the Fund’s books and records, account holder diligence or the preparation and delivery of wires, financial and other reports, circulars, forms, notices, valuations, investment summaries and other information (including courier and delivery expenses); expenses incurred by the general partner (or as partnership representative) or representative in connection with the Fund and expenses incurred in connection with the dissolution and liquidation of the Fund; (d) expenses and fees of any administrator, depositary, and/or custodian; (e) all fees, costs and expenses which may be paid as a retainer, consulting fee (e.g., time and materials), incentive compensation (such as a bonus or success fee), or as guaranteed minimum compensation, of professionals (including industry executives, advisors, consultants (including operating and sourcing consultants), operating executives, subject matter experts or other persons acting in a similar capacity) who provide services to the Fund and/or its portfolio companies, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case which services may, for the avoidance of doubt, be provided prior to the commencement of an investment); (f) research expenses (e.g., news and quotation subscriptions and market research, conference expenses related to developing potential investment ideas, including senior managers or other employees of an Adviser, portfolio companies or other industry executives attending and hosting conferences and networking events organized by the Advisor or portfolio companies, trends and themes within industries, sectors or geographies), information technology expenses (including technology service providers) and expenses related to acquiring, developing, implementing or maintaining related software; (g) all fees, expenses and costs in connection with any legal and/or regulatory compliance (including anti-financial crime compliance) and any government and/or regulatory filings related to the Fund’s offering of interests in the Fund or the Fund’s investments (including regulatory filings of the General Partner, the Fund Adviser and their affiliates relating to the Fund, including, without limitation, any filing in connection with the Alternative Investment Fund Management Directive (“AIFMD”) ) whether, for the avoidance of doubt, they are incurred once or on a periodic basis during the life of the Fund; (h) all expenses related to advisory board meetings (including travel and other expenses) and costs and expenses incurred in relation to obtaining consents or approvals of the Fund limited partners or the advisory board; (i) any costs, losses, damages or other expenses relating to any warranties or indemnities given by the Fund in relation to any investments, including where a claim has been made in respect of such warranties or indemnities; (j) all costs of all subsidiaries, Alternative Investment Vehicles (“AIVs”) and other vehicles and special purpose entities through which investments are held or managed including costs associated with establishing and administering such entities, admitting Fund limited partners thereto, establishing, changing or maintaining residence in certain jurisdictions (such as rent for office space, related overhead and employee salaries and benefits) and winding up and dissolving such entities; (k) all costs and expenses incurred in connection with the preparation of amendments to the limited partnership agreement or other documentation of the Fund; (l) all costs and expenses incurred in connection with or incidental to the incurrence or refinancing of any credit facility or other indebtedness, guarantees by or other obligations of the Fund; provided that such expenses will not be allocated to any limited partners that do not participate in, or benefit from, such borrowings, guarantees or other obligations; (m) management fees; (n) offering expenses up to the applicable offering expenses cap; (o) costs and expenses of administering and complying with side letters entered into with Fund limited partners (including the process of distributing and implementing applicable elections pursuant to any “most-favored nations” clauses in side letters and any Environment, Social, and Governance obligations or other standards, including compliance and reporting); (p) all reasonable lodging, travel, transportation (including the use of first class or business travel), meals, entertainment and other similar expenses relating to the foregoing incurred in connection with the Fund’s affairs; (q) all out-of-pocket expenses incurred in connection with the collection of amounts due to the Fund from any person; (r) all expenses incurred in connection with the obtaining and maintaining of insurance policies by or on behalf of the Fund, investments of the Fund (unless borne by the relevant portfolio company), the Fund GPs or the Fund Adviser with respect to the Fund, including the allocable portion of any insurance policies that provide the Fund GPs and/or the Fund Adviser with coverage covering multiple funds, personnel or liabilities, including with respect to the Fund; (s) all expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of a Fund limited partner’s interest in the Fund or the withdrawal or termination of a Fund limited partner (but only to the extent not paid by the applicable purchaser or Fund limited partner, assignee, pledgee or transferee, as the case may be); (t) all costs and expenses associated with a defaulting Fund limited partner (but only to the extent not paid by the applicable defaulting Fund limited partner); (u) any taxes, or any expenses, penalties or liabilities which are not allocated to one or more Fund limited partners; (v) all expenses incurred in connection with any proceeding involving the Fund (including the cost of any investigation and preparation) and the amount of any judgment, fine or settlement paid in connection therewith; and (w) all indemnification obligations and any other indemnity, contribution, or reimbursement obligations of the Fund with respect to any person, whether payable in connection with a proceeding involving the Fund or otherwise (collectively, “Fund Expenses”). For the avoidance of doubt, similar expenses incurred with respect to any feeder vehicle will also be considered Fund Expenses. The foregoing will be considered Fund Expenses whether incurred directly by the Fund or by the Fund GPs, the Fund Adviser or any of their affiliates on behalf of the Fund. Each Fund will bear its pro rata share of out-of-pocket expenses (including rent, compensation and board expenses) directly relating to fund administrative services performed by the Fund Adviser or their affiliates and fund administrative service companies and other special purpose entities maintained by the Fund Adviser, the Fund GPs or affiliates of or entities established by the Fund Adviser, the Fund GPs, in certain jurisdictions required or desirable in connection with investments. Each Fund GP and each Fund Adviser will each pay its normal operating expenses, including salaries and employee benefit expenses of employees and related overhead (including rent, utilities, office expenses, travel expenses not allocated to the Fund as described herein and other similar items) and all fees and expenses incurred in connection with each Fund GP’s and each Fund Adviser’s compliance with any applicable ongoing regulatory requirements, excluding in each case those requirements that are imposed as a result of the organization or operation of the Fund (including, but not limited to, those fees referred to in sub-paragraph (b) above) and certain material and other expenses as described in the limited partner agreement. The Funds’ expenses generally will be allocated among the fund entities, within a particular Fund structure, pro rata based on the relative capital commitments to each fund entity, provided that each Fund’s expenses incurred in respect of the operations or activities of a fund entity may be paid by such fund entity or by the Funds and when paid by the Funds (or such fund entity) may be specifically allocated to be borne by such Funds or fund entity. The appropriate allocation of fees and expenses among the Funds, any feeder vehicles, parallel vehicles, other Related Funds (as defined in Item 10 below) and any other persons or entities that may invest or co-invest with the Fund in one or more investments will be determined by the Fund GPs and the general partners (or similar governing entity) of such other funds or accounts that invest alongside the Funds in good faith and in a manner consistent with the respective partnership agreement and the limited partnership agreements (or analogous organizational documents) of such other investing entities. It is possible that there may be no other entity that has agreed to share expenses with a Fund if the investment is not consummated, with the result that a Fund may bear all of the expenses relating to that potential investment (including potentially additional costs associated with a potential co-investment), notwithstanding that other funds or third parties may have benefitted from the opportunity to review, investigate and otherwise assess that potential investment, or that such other funds or third parties may be entitled to receive all or a portion of any termination fees paid in respect of such unconsummated co-investment.

Fees Received by Affiliated Broker-Dealer

Bain Capital Distributors, LLC (“Bain Capital Distributors”), an affiliate of the Advisers, is a broker-dealer registered with the SEC and member of the Financial Industry Regulatory Authority (“FINRA”). Bain Capital Distributors places securities and instruments issued by certain private investment Funds that the Advisers and its affiliates manage.

When Bain Capital Distributors acts as the placement agent for a Fund in respect of securities or instruments issued by a Fund, no commission or other compensation is received by Bain Capital Distributors from such Fund or their investors for such service.

Other Fees The Advisers and their affiliates will typically perform management, advisory, consulting, investment banking, financial advisory and a variety of other services for, and will receive fees in respect of such services from, actual or prospective portfolio companies or other deal-related investment vehicles of the Funds. For such services, the respective Adviser is expected to receive one or more of the following: (i) a periodic fee that is paid on a quarterly basis relating to ongoing corporate services, which include management, , operational and strategic effort provided by such Adviser, (ii) a transaction fee for services (including financial advisory, investment banking and break up fees) provided in connection with the acquisition, deposition, refinancing, public offering, sale or similar change of control transactions, and (iii) reimbursement of out-of-pocket expenses incurred in connection with the provision of such services. Personnel of an Advisers, including former personnel servicing on our behalf and at our request, generally are expected to, with respect to control investments, and may, with respect to non-control investments, serve as directors of portfolio companies. Any fees paid to such personnel will be offset against the management fee. For further details on these other fees received by the Advisers and the related conflicts of interest arising from receipt of such fees, please see “Conflicts Relating to the General Partners of the Funds and the Advisers” in Item 10 below. Additionally, please see Item 6 below regarding “carried interest” that the Funds may pay. Although the Advisers do not generally utilize the services of broker-dealers for transaction-related services, in the event that an Adviser chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

A portion of each Fund’s net investment profit is allocated to the capital account of its General Partner or Special Limited Partner as “carried interest.” Each General Partner or Special Limited Partner of a Fund is a related person of the applicable Adviser. References to the General Partner in relation to carried interest for purpose of this document include any Special Limited Partner created for applicable Funds. Carried interest may differ from one Fund to another, as well as among investors in the same Fund. The payment by Funds of carried interest at varying rates (including varying effective rates based on the past performance of a Fund) may create an incentive for an Adviser to disproportionately allocate time, services or functions to Funds paying carried interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the limited partnership agreements of the Funds, this conflict is mitigated by (i) certain limitations on the ability of an Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously, and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 10 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Advisers. please register to get more info

Bain Capital Private Equity currently provides investment advisory services to the Bain Capital Private Equity Funds. Bain Capital Double Impact currently provides investment advisory services to the Bain Capital Double Impact Funds. Bain Capital Life Sciences currently provides investment advisory services to the Bain Capital Life Sciences Funds. Bain Capital Tech Opportunities currently provides investment advisory services to the Bain Capital Tech Opportunities Funds. Investment advice is provided directly to the applicable Funds, subject to the direction and control of the General Partner of such Fund, and not individually to the limited partners of such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in Funds include high net worth individuals, banks, thrift institutions, pension and profit- sharing plans, sovereign wealth funds, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other business entities. Although the Advisers do not impose minimum dollar values on creating a Fund, legal eligibility requirements must be met. Minimum investment commitments in the past have been, and in the future may be, established for limited partners in Funds. The General Partner of each Fund, in its sole discretion, may permit investments that are less than the required minimum investment commitment set forth in the applicable fund documents of such Fund. please register to get more info

Methods of Analysis and Investment Strategies
Bain Capital Private Equity. Prior to making an investment, Bain Capital Private Equity carries out an extensive fundamental analysis of a target investment’s position and prospects. A vital element of this analysis is typically the development of an operating plan that, if the investment is approved, will form the basis for the portfolio company’s operating targets. The dimensions of such due diligence analysis generally include the following: Market Definition. Market definition delineates the boundaries where competitive advantage can be established and sustained. Market definition is based on the economics of the business, sharing with other businesses, and the dynamics of customer behavior. Market Segmentation. Within a defined market, market segments present vulnerabilities as well as opportunities. Competitive Position. Often at the heart of strategic due diligence is a thorough analysis of each competitor’s relative cost position, market and segment shares, technology, management, financial capability, and implicit future strategy. Cost Analysis. Bain Capital Private Equity seeks to break down a business’s cost structure into elements, which are driven by common factors, referred to as “cost drivers.” Armed with an understanding of the factors that will drive a business’s cost position, actions can be targeted that will reduce costs and improve margins, eliminate unnecessary costs, and build sustainable advantage and value. Capabilities and Assets. Generally, a business enjoys, or can develop, distinctive capabilities that set it apart from other participants in its industry. The value and potential of these capabilities can be measured. These capabilities may include brand franchise, distribution strength, shelf space, and technology. Management. Bain Capital Private Equity evaluates members of the management team, works to ensure that economic incentives post-closing are aligned with the business plan, and takes whatever steps to support the management team. Where required, Bain Capital Private Equity professionals have temporarily filled operating positions while a high quality manager is being recruited. Regulatory, Environmental, Tax, Legal, Accounting. Bain Capital Private Equity, and an experienced team of outside professionals, perform a full review of potential regulatory, environmental, tax, legal, and accounting contingencies, as needed, prior to making an investment. Harvest Analysis. Before making an investment, Bain Capital Private Equity fully explores the alternative options for future liquidity. Businesses with limited liquidity alternatives are discounted more heavily. Bain Capital Double Impact. Prior to making an investment, Bain Capital Double Impact carries out an extensive analysis of a target investment’s position and prospects. The investment strategy will focus on completing in-depth business, impact and financial analyses, with an emphasis on strategic positioning, competitive dynamics, business model sustainability and management team depth, alignment and capability. The investment professionals of Bain Capital Double Impact will provide significant ongoing strategic and operational support to these companies. The core competencies of such investment strategy generally includes the following: Focused Sourcing. Focused sourcing on impact- or mission-oriented companies in North America within specific sectors where the Bain Capital Double Impact investment team can identify opportunities for differential insights and value creation. The investment team intends to utilize multiple channels for proprietary sourcing. Disciplined Selection Process. Disciplined selection process and deep diligence to accelerate the growth of companies creating measurable impact while generating competitive financial returns. Post-Acquisition Support. Post-acquisition support, which will enable Bain Capital Double Impact to pursue profit and impact opportunities through business transformation, which may include supporting initiatives to improve pricing and marketing, business unit expansion and implementation of new industry practices. Bain Capital Double Impact will assess the social and environmental outcomes of each investment and the portfolio as a whole. Bain Capital Life Sciences. Prior to making an investment, Bain Capital Life Sciences will carry out an extensive analysis of a target investment’s position and prospects. The investment strategy will focus on completing in-depth business, impact and financial analyses, with an emphasis on strategic positioning, competitive dynamics, business model sustainability and management team depth, alignment and capability. The investment professionals of Bain Capital Life Sciences will provide significant ongoing strategic and operational support to these companies. The core competencies of such investment strategy generally includes the following: Idea Generation and Focused Sourcing. Bain Capital Life Sciences intends to proactively source opportunities through a combination of external networking efforts driven by a set of broad, robust industry relationships and internal proactive analysis of the market to identify potential targets. Disciplined Asset Selection. Bain Capital Life Sciences’ asset selection will be based on investment criteria that provide a framework for assessing investment opportunities and selecting those opportunities that Bain Capital Life Sciences’ believes offer the greatest potential for superior value creation. Asset Management. Through a collaborative and active engagement with management and other investors, Bain Capital Life Sciences will strive to help guide companies on their journey through key inflection points in their development. In particular, Bain Capital Life Sciences expects to provide support and guidance, both directly and through a network of relationships, on critical strategic areas, including clinical trial design, regulatory approaches and interactions, strategies around manufacturing scaling, commercialization and sales strategies, and potential strategic partnerships and ultimately liquidity considerations. Bain Capital Tech Opportunities. Prior to making an investment, Bain Capital Tech Opportunities carries out an extensive analysis of a target investment to thoroughly assess not only the current status of each target, but also the potential opportunities and potential risks that will drive the future value of the asset. The dimensions of such investment strategy generally include the following: Management. Bain Capital Tech Opportunities evaluates the members of the management team to evaluate their ability to both scale the business and drive specific value creation initiatives. Value Proposition. Due diligence efforts often begin by developing a deep understanding of the true value proposition that the target’s product or technology provides to customers, and how that is differentiated from competitors. Quality of Technology Platform. Bain Capital Tech Opportunities places significant focus on the quality of the target’s underlying technology platform or portfolio of offerings. The insights from this work inform Bain Capital Tech Opportunities’ perspective on the long-term growth, risk of competitive disruption, as well as required investments in research and development, customer support and professional services, each of which informs a view on overall long-term margin potential. Competitive Position. Bain Capital Tech Opportunities develops its own view on the appropriate market definition and segmentation, and conducts a thorough analysis of the relative position of competitors. Opportunities to take advantage of competitor weaknesses can be the basis for an investment’s growth, as well as an indication of future exit opportunities. Bain Capital Tech Opportunities also seeks to understand the long-term evolution of the market and competitive dynamics. Business Model & Financials. Bain Capital Tech Opportunities performs significant due diligence on a target’s business model and financial performance and outlook. Bain Capital Tech Opportunities also seeks to break down a business’s cost structure into elements, which are driven by common factors, referred to as “cost drivers.” Armed with an understanding of the factors that will drive a business’s cost position, actions can be targeted that will reduce costs and improve margins, eliminate unnecessary costs, and build sustainable advantage and value. Harvest Analysis. Before making an investment, Bain Capital Tech Opportunities explores the alternative options for future liquidity. Businesses with limited liquidity alternatives are discounted more heavily.
Risks
Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in Funds must be prepared to bear the risk of loss of their investments therein. Different risks may exist with respect to investments in different Funds. The risks associated with an investment in any particular Fund may be substantially impacted by the nature and timing of the market. In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by Funds in connection with those strategies and methods, include the following: Risks Related to Investing in a Private Fund Illiquid, Long-Term Investment An investment in a Fund is speculative and volatile, requiring a long-term commitment with no certainty of return. A Fund may make investments in companies that are in a conceptual or early stage of development. These companies may have no proven operating history on which to judge future performance, little or no profits or cash flow, uncertain market acceptance and a high degree of regulatory risk. In most cases, a Fund’s investments will be long-term in nature and are expected to require many years from the date of investment to the date of disposition. During that time, a portfolio company may not distribute any dividends, royalties or other income to a Fund, and, as a result, investors should not expect to receive any distributions from a Fund for an extended period of time. A Fund’s investments are considered highly speculative and may result in the loss of a Fund’s entire investment. Because a Fund may only make a limited number of investments and because many of a Fund’s investments may involve a high degree of risk, poor performance by a few of the investments could significantly reduce the total returns to the limited partners. Reliance on an Adviser A limited partner must rely on the Advisers’ ability to identify and make investments consistent with the Funds’ investment objectives and policies. The Advisers may be unable to find a sufficient number of attractive opportunities to fully invest the Funds’ committed capital or meet their investment objectives. Further, there can be no assurance that what the General Partners or the Advisers perceive as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors. Limited partners have no right or power to take part in the management of the Funds. Limited partners will not receive the detailed financial information issued by portfolio companies which is available to the General Partners and the Advisers. Accordingly, no person should purchase limited partnership interests unless such person is willing to entrust all aspects of the management of the Funds to the General Partners and the Advisers. The loss of the services of one or more of the members of the professional staff of the Advisers could have an adverse impact on the Funds’ ability to realize their investment objective. In addition, it is expected that all of the officers and employees responsible for managing or advising the Funds will continue to have responsibilities with respect to other funds and investments. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy and investments. In addition, the limited partnership agreement and the investor management agreement will limit the circumstances under which the General Partners, the Advisers and their respective affiliates (and other related parties) can be held liable to the Funds. As a result, limited partners may have a more limited right of action in certain cases than they would in the absence of such provisions. Senior Advisors and Third Party Service Providers The General Partners and the Advisers may retain third parties (which include former employees of the General Partner, the Advisers or their respective affiliates) to provide services in relation to the Advisers’ investment activities and operations. In particular, senior advisors may be retained to provide sourcing, consulting or advisory services, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case, services may, for the avoidance of doubt, be provided prior to the commencement of an investment). Additional third party consultants, legal advisors, accountants, investment banks and/or others are retained to assist in the investment due diligence process to varying degrees depending on the particular investment. In addition, the General Partners and the Advisers may retain one or more individuals in connection with establishing platforms for investments, operating portfolio companies or providing other similar services (such individuals, “senior advisors” and other third party experts, advisors or consultants, “Third-Party Service Providers”). The General Partners and the Advisers may rely on the findings of service providers in making investment and management decisions. Bain Capital and the Advisers may not be in a position to verify the risks or reliability of Third-Party Service Providers. The Fund and the Advisers may suffer adverse consequences from actions, errors or failures to act by such third parties. While no service provider providing services to the Advisers will have any fiduciary duties to the Advisers or the limited partners, they may be entitled to indemnification under the terms of their service contracts or other arrangements entered into with the Funds, the General Partners or the Advisers, which costs and expenses of such indemnification would be borne by the Funds. In certain circumstances, Bain Capital and its employees may have other relationships with Third-Party Service Providers, which makes the General Partners or the Advisers more likely to engage that provider.

Third-Party Service Providers or their affiliates often charge different rates or have different arrangements for specific types of services. However, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers of users of such services or the confidential and/or bespoke nature of such services. In connection with such relationships, the General Partners will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include the General Partners’ experience with relevant Third-Party Service Providers and the overall quality of the services they provide. Fees paid to Third-Party Service Providers may be structured in various ways, including as an annual fee or retainer, consulting fees (e.g. time and materials) and/or incentive compensation (such as a bonus or success fee) (in the form of cash or equity) based on pre-determined targets or milestones), based on the particular services provided or as guaranteed minimum compensation (which may ultimately be borne by the Funds). Collectively, these fees generally will be borne by the Funds or their portfolio companies and will not reduce the management fees owed to the Advisers. In addition, Third-Party Service Providers may also be granted preferential equity interests (including stock options) in one or more portfolio companies, which they may not have received if they did not have an ongoing relationship with the Advisers and the Funds. Any such equity interests (including any stock options) will not be for the benefit of the Advisers, and the value of such interests (including any such stock options) will not reduce the management fees owed to the Advisers even if the payment of such fees or granting of such equity interests have the effect of reducing payments to such third parties by the Advisers. Valuation Risks Fund investments are valued at estimated fair value as determined in good faith by the applicable General Partners of the Funds. Due to the generally illiquid nature of many of the securities held and potential relative scarcity of market comparables, fair values determined by the applicable General Partners may not reflect the prices that actually would be received when such investments are realized. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. With respect to the Funds, the exercise of discretion in valuation by the Advisers may give rise to conflicts of interest, as management fees and carried interest in certain Funds is calculated based, in part, on these valuations and such valuations affect performance return calculations. In addition, the General Partners may or may not value the investments differently with how the same or similar investments are valued by the general partners of the other Related Funds.

Leverage In seeking to enhance returns on invested capital, the General Partners may cause the Funds to borrow funds to make investments as well as to defer calling committed capital. The Funds, acting on their own or jointly with one or more other parallel vehicles may obtain indebtedness directly or indirectly through wholly-owned or joint subsidiaries of the Funds and any Parallel Vehicles that benefit from the leverage. This indebtedness may be structured in a way that the Funds and any Parallel Vehicles are jointly responsible on a cross-collateralized basis for the repayment of the indebtedness. In the event of a failure to pay or other event of default by a Parallel Vehicle, the lenders could require the limited partners to cover the defaulted amount attributable to the Parallel Vehicle. Finally, lenders could require the Funds to sell some or all of their investments, or could foreclose on those investments prematurely, causing the Funds to suffer losses. The extent to which the Funds use leverage may have important consequences to the limited partners, including the following: (i) greater fluctuations in the net assets of a Fund; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (iii) to the extent that a Fund’s income is required to meet principal payments, the limited partners may be allocated income (and therefore incur tax liability) in excess of cash available for distribution; (iv) a Fund may be required to prematurely harvest investments or may determine to call capital from the limited partners to service its debt obligations; (v) limitation on the flexibility of a Fund to make distributions to its limited partners or sell assets that are pledged to secure or otherwise support the indebtedness; (vi) increased interest expense if interest rate levels were to increase significantly; (vii) impairment of the liquidity or losses arising from the premature sale of the investments pledged to secure or otherwise support such indebtedness; and (viii) potential adverse tax consequences. There can also be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. In addition, certain types of financing obtained by the Funds may include margin call or similar mandatory prepayment provisions that allow the financing provider to demand partial or full repayment of the financing if certain events occur, such as a significant reduction in the value of the investments provided by the Funds to secure or otherwise support such financing. If the Funds are unable to meet such a margin call or prepayment obligation, they may forfeit their interest in the collateral securing such financing and/or may be required to liquidate investments at disadvantageous prices in order to raise the funds needed to repay the financing. There can be no assurance that the Funds will be able to obtain indebtedness on terms similar to terms available to competitors, including terms which may be currently available in the market, or that indebtedness will be accessible by the Funds at any time. To the extent that it is available, there can be no assurance that it will be on terms favorable to the Funds. The failure by the Funds to obtain indebtedness on favorable terms (or at all) could adversely affect their returns. Although the Advisers will make reasonable efforts to avoid any cross-guarantees or similar obligations between the Funds and any Related Funds that participate in investments alongside the Funds (other than Alternative Investment Vehicles), in certain circumstances the Funds and/or Related Funds and their portfolio companies may enter into cross-collateralization arrangements with other Related Funds (including co-investment vehicles) and their portfolio companies, particularly in circumstances in which better financing terms are available through a cross-collateralized arrangement. In addition, it is expected that cross-collateralization will generally occur at portfolio companies rather than the Funds and/or Related Funds for obligations that are not recourse to the Funds and/or Related Funds except in limited circumstances. Any cross-collateralization arrangements with other Related Funds could result in the Funds and/or Related Funds losing their interests in otherwise performing investments of the Funds and/or Related Funds due to poorly performing or non-performing investments of other Related Funds in the collateral pool.

Guarantees of Portfolio Companies

The Funds, any investment vehicles through which they invest or other subsidiaries may guarantee, including in limited circumstances on a resource basis, the obligations of portfolio companies. If a portfolio company for which the Funds have guaranteed debt obligations defaults on its obligations, the Funds may be required to satisfy such obligation. In order to do so, the Funds may call capital, utilize proceeds, recall distributions or liquidate some or all of its investments prematurely at potentially significant discounts to fair value. Bridge Investments From time to time, the Funds may lend to portfolio companies on a short-term, unsecured basis or may otherwise invest in a portfolio company on an interim basis with the expectation of a subsequent refinancing or sell down. Investments made by the Funds with the intention of realizing all or a portion of such investment within 18 months are referred to as Bridge Investments. For reasons not always in a Fund’s control, such refinancing or sell down may not occur, which would result in the Bridge Investment remaining outstanding longer than anticipated. In such event the Funds may have more risk associated with such investment or a larger overall investment in such portfolio company than originally anticipated. If a Bridge Investment is not realized within 18 months and, as a result, the investment exceeds a certain percentage of the capital commitments, the General Partners and the Advisers will not be deemed to have breached the investment limitations so long as they continue to use commercially reasonable efforts to dispose of such excess investment. In addition, in order to comply with the investment limitations, the Funds may be required to sell excess investments (or portions thereof) on unfavorable terms or may seek advisory board approval to waive such limits. Warehoused Investments Bain Capital and Related Funds (as defined below) may warehouse one or more investments (subject to applicable laws and regulations) for the Funds. Bain Capital or the applicable general partner of the Related Fund will determine, in its discretion, when to transfer such warehoused investments to the Funds, which will affect the amount of interest that will accrue to and be paid to Bain Capital or the Related Fund) upon such transfer and/or redemption. Because the value of warehoused investments may decline prior to their transfer to the Funds, there can be no assurance that their value at the time of the transfer will not be less than their cost to the Funds. Although the value of any investments made during this period may decline, in some cases significantly prior to the admission of such investors, the Funds will be required to repay Bain Capital or the applicable Related Fund any such amounts, plus any expenses, costs of borrowing or interest attributable thereto, and taking into account the impact of any currency fluctuations. Side Letters or Similar Agreements The General Partners, without any further act, approval or vote of any limited partner, often enter into certain side letter or similar arrangements with certain limited partners providing such limited partners with different or preferential rights or terms, including (i) different economic arrangements (including with respect to management fees, the Special Limited Partners’ profits interest and a most favored nation right to receive the same rights or arrangements offered to other fund investors that made an equal or lesser capital commitment to a Fund, subject to certain exceptions, including the rights granted to the General Partners’ investment persons, to appoint a representative to the advisory board, consents to the use of confidential information additional reporting obligations, agreements to refrain from disclosing the names or marks of certain limited partners, rights based on particular circumstances of a limited partner and any rights established in favor of another fund investor that invests in a fund as a part of a larger investment program or managed account with Bain Capital); (ii) certain limited partners receiving information more frequently than, or not otherwise provided to, limited partners generally; (iii) the ability of certain limited partners to provide selected confidential information to regulators or other recipients; (iv) modifications to a limited partner’s subscription agreement; (v) agreements to permit representatives of certain limited partners to serve on an advisory board; (vi) the right to be offered a co-investment opportunity; (vii) the reduction or elimination of a limited partner’s capital commitment; (viii) the termination of a limited partner’s interest in a Fund; (ix) consent rights; (x) arrangements with respect to waivers of certain obligations, including indemnification obligations set forth in a limited partner’s subscription agreement; (xi) agreements by a General Partner to refrain from exercising certain remedies or taking certain actions against a limited partner (including in connection with a default by such limited partner), if any law, rule or regulation applicable to such limited partner prohibits such limited partner from agreeing to permit such General Partner to exercise such remedies or take such actions; and (xii) any other matter deemed appropriate by an Adviser or General Partner (collectively, “Side Letter Rights”). Except as otherwise agreed with a limited partner, an Adviser, a Fund or a Fund’s General Partners are not required to disclose the terms of side letters or similar arrangements with other fund limited partners. To the extent that the Funds or the General Partners agrees with one or more limited partners to limitations on indemnification or to modifications of release, exculpation or waiver provisions, the Funds and the other limited partners could be adversely affected to the extent any such limitation or modification were subsequently to limit the recourse of the Funds against such limited partners or were to allow for recourse by such limited partners against the Funds. Strategic platform arrangements with an investor may include Bain Capital granting certain preferential terms to such investors, including a waiver or reduction of Management Fees and/or a blended Management Fee. Preferential terms provided can also include granting profits interest rates that are lower than those applicable to the Funds or the Related Funds in which such platform investors invest or entering into co-investment relationships with such investors. In addition, platform investors may be represented on an advisory board of the respective Funds or a Related Fund. The preferential terms provided to platform investors are not subject to “most favored nation” provisions in the Funds’ or in the Related Fund’s governing documents or side letters with investors in the Funds or in the Related Fund. Bain Capital may also provide customization by forming separate accounts for certain platform investors that would invest alongside the Funds or a Related Fund on terms that differ from those in the Funds’ or such Related Fund’s governing documents.

Different Terms of Employee Investors

While some Bain Capital employees and related persons invest directly in the Funds and are generally subject to the same terms and conditions as an external limited partner, Bain Capital utilizes one or more employee vehicles (each, an “Employee Fund”) that invest alongside the Funds as part of the GP co-investment commitment. Each Employee Fund will likely be formed as a distinct legal entity from the Funds with a different general partner, and will have terms separate from those offered to external investors. In addition, subject to applicable law, the terms of an investment by an employee through an Employee Fund are expected to differ from, and are more favorable than, those of an investment by an external limited partner. For example, employee investing through an Employee Fund generally will not be subject to a management fee or profits interest with respect to their investment, may receive capital calls, distributions and information regarding investments at different times than limited partners and may benefit from different credit facility arrangements than the Fund. Additionally, employees of Bain Capital may obtain personal financial and other services from banking institutions that also provide services to the Funds, Related Funds and their portfolio companies, which may include arrangements relating to financing personal commitments to the Funds and/or Related Funds. Market Disruption Risk and Terrorism Risk The military operations of the U.S. and its allies, and the prevalence of terrorist attacks, and instability in various parts of the world could have significant adverse effects on the economy of a particular country or region in which the Funds may invest, as well as the global economy. Regional tensions, conflicts, hostilities, terrorist attacks or threats of terrorist attacks and political unrest generally may create an unstable geopolitical climate that could have a material effect on general economic conditions, market conditions and market liquidity globally. The Funds could therefore be adversely affected by social instability, changes in government administrations and policies or economic, political, legal or regulatory developments that are not within the Funds’ control. In addition, certain illnesses spread rapidly and have the potential to significantly affect the global economy. Terrorist attacks, in particular, may exacerbate some of the foregoing risk factors. Attempted, ongoing, failed or even initially successful negotiations between the U.S. and countries subject to continued international sanctions may negatively affect the global economy and may have amplified effects on emerging market country economies, securities markets and valuations. Neither the Advisers nor the General Partner can predict the likelihood of these types of events occurring in the future nor how such events may affect the Funds. A terrorist attack involving, or in the vicinity of, an investment may result in a loss far in excess of available insurance coverage. These types of events could impact imports from, or exports to, such geographies with an adverse impact on the economy as a whole, any industry, and/or the operations of investments of the Funds.

Political and Social Risks of Investments in Certain Countries

Certain countries in which the Funds may invest, or have invested, have in the past experienced, and may in the future experience, political and social instability that could adversely affect the Funds’ portfolio companies. The Funds will be exposed to the direct and indirect consequences of potential political, economic, social and diplomatic changes in various countries and regions. Certain countries may face social and political instability resulting from among other things, (i) authoritarian governments or military involvement in political and economic decision making and changes in government through extra-constitutional means; (ii) popular unrest and internal insurgencies associated with demands for improved political, economic and social conditions; (iii) hostile relations with neighboring countries; and (iv) ethnic, racial and religious conflict.

Governments of certain countries have exercised and continue to exercise substantial influence over many aspects of the private sector, and certain industries may be subject to significant government regulation. Exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on foreign capital inflows, repatriation of investment income or capital, renunciation of foreign debt, political, economic or social instability, or other economic or political developments could adversely affect the assets of the Funds held in a particular country. Additionally, the availability of attractive investment opportunities for the Funds may depend in part on governments that are continuing to liberalize their policies regarding foreign investment and, in some cases, to further encourage private sector initiatives.

Impact of Natural or Man-Made Disasters; Disease Epidemics and Pandemics Certain regions are at risk of being affected by natural disasters or catastrophic natural events. Considering that the development of infrastructure, disaster management planning agencies, disaster response and relief sources, organized public funding for natural emergencies, and natural disaster early warning technology may be immature and unbalanced in certain countries, the natural disaster toll on an individual portfolio company or the broader local economic market may be significant. Prolonged periods may pass before essential communications, electricity and other power sources are restored and operations of the portfolio company can be resumed. Bain Capital, the Funds and their portfolio companies could also be at risk in the event of such a disaster. The magnitude of future economic repercussions of natural disasters may also be unknown, may delay the ability of the Funds to invest in certain companies, and may ultimately prevent any such investment entirely. Portfolio companies of the Funds may also be negatively affected by man-made disasters. For example, certain countries’ consumer food industry have been subject to the threat of inappropriate food tampering. Publicity of such types of man-made disasters may have a significant negative impact on overall consumer confidence, which in turn may materially and adversely affect the performance of portfolio companies, whether or not the portfolio companies are involved in such man-made disaster.

In addition, any outbreak of disease epidemics or pandemics such as the severe acute respiratory syndrome, avian influenza, H1N1/09 or other infectious diseases, including most recently, the coronavirus (COVID-19), together with resulting voluntary and U.S. federal and state and non- U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has, and is expected to continue to, meaningfully disrupt the global economy and markets. Although the long-term economic fallout of such an outbreak is difficult to predict, COVID-19 has caused, and is expected to continue to cause, ongoing material adverse effects across many, if not all, aspects of the global economy. In particular, such an outbreak has adversely affected, and is expected to continue to adversely affect, the Funds’ investments and the industries in which they operate, and resulted in the closure of Bain Capital’s and certain portfolio companies’ offices or other businesses, including office buildings, retail stores and other commercial venues. Such an outbreak could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade or travel restrictions which impact a portfolio company’s business and/or (d) a general economic decline and have an adverse impact on the Funds’ value, the Funds’ investments, or the ability of the Funds to source new investments. The spread of an epidemic or pandemic among the Advisers’ personnel and their service providers would also significantly affect the Advisers’ ability to properly oversee the affairs of the Funds (particularly to the extent such impacted personnel include key investment professionals or other members of senior management), which could result in a temporary or permanent suspension of the Fund’s investment activities or operations. Cyber Security Risk With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, investment vehicles such as the Funds and their service providers may be prone to operational and information security risks resulting from cyber- attacks. In general, cyber-attacks result from deliberate attacks, but unintentional events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial- of-service attacks on websites, the unauthorized release of confidential information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Funds, the respective General Partners, the Advisers, the Funds’ custodian and/or other third party service providers may adversely impact the Funds or the limited partners. For instance, cyber-attacks may interfere with the processing of limited partner transactions, impact the Funds’ ability to value its assets, cause the release of private limited partner information or confidential information of the Funds, impede Fund operations, cause reputational damage, and subject the Funds or their assets to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. The Funds may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. The Funds and the limited partners could be negatively impacted as a result. Similar types of cyber security risks are also present for issuers of securities or other instruments in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause the Funds’ investment therein to lose value.

Financial Information and Projections

The Funds will rely upon projections, forecasts or estimates developed by the Funds or a company in which the Funds are invested concerning such company’s future performance cash flow and social, environmental or other impact. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events often differ from those assumed and general economic factors (which are generally unpredictable and outside the control of the general partner and its affiliates and employees) can have a material effect on the accuracy of financial projections. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or results will not be materially lower or otherwise less favorable than those estimated therein.

Expedited Transactions Investment analyses and decisions by the Advisers may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Advisers at the time of making an investment decision may be limited. Therefore, no assurance can be given that the Advisers will have knowledge of all circumstances that may adversely affect an investment.

Trading Risk

The Adviser’s trade error policy only requires the Funds to reimburse the Advisers for any losses resulting from the Adviser’s breach of the applicable standard of care (generally gross negligence or willful misconduct). Although the Adviser’s personnel endeavor to take the utmost care in implementing investment decisions on behalf of the Funds, trade errors may occur and could have a material adverse impact on the performance of the Funds, including in connection with open- market purchases of public securities for the purpose of establishing initial “toe-hold” positions. Bain Capital and the General Partners will have a conflict of interest in determining whether Bain Capital has committed a breach of the applicable standard of care under its trade error policy. In addition, certain Advisers have relied, and may continue to rely, on affiliates that assist in the execution of debt and/or public equity trades on behalf of the Funds. If such affiliates are unable or unwilling to provide support for these brokerage services for the Funds, the Funds’ respective ability to purchase and sell debt and/or public equity securities may be limited, which may have an adverse impact on the Funds’ respective investment strategy. Operational Risk The Funds are subject to operational risk, including the possibility that errors may be made by the Advisers or their affiliates in certain transactions, calculations or valuations on behalf of, or otherwise relating to, the Funds. Limited partners may not be notified of the occurrence of an error or the resolution of any error. Generally, the Advisers and their Affiliates will not be held accountable for such errors, and the Funds may bear losses resulting from such errors.

Possibility of Fraud and Other Misconduct of Employees and Service Providers

Misconduct by employees of the Advisers, service providers to the Advisers or the Funds and/or their respective affiliates could cause significant losses to the Funds. Such misconduct may include entering into transactions without authorization; failure to comply with operational and risk procedures, including due diligence procedures; misrepresentations as to investments being considered by the Advisers; improper use or disclosure of confidential or material non-public information, which could result in litigation; regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of the Funds; and non- compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to the Funds. The Advisers have implemented controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that the Advisers will be able to identify or prevent such misconduct.

Dependence on Technology The activities of the General Partners and the Advisers rely on technology, including hardware, software, and other computerized or automated processes. The performance of the Advisers could be compromised by computer viruses, telecommunications failures, power loss, natural disasters, security breaches, software related “system crashes,” disruption or deterioration of services of third-party providers, terrorist attacks, and similar events. Any event that interrupts the General Partners’ computer and telecommunications operations could result in, among other things, the inability of the General Partners to trade or monitor the Advisers’ investments and therefore could have a material adverse effect on the operating results of the Advisers. Risks Related to a Fund’s Investments Highly Competitive Market for Investment Opportunities The market for attractive investment opportunities in the Funds’ target sectors is becoming increasingly competitive. The number of investors seeking to make investments may reduce the number of suitable investment opportunities available to the Funds and adversely affect the terms upon which investments can be made. In that regard, the Funds will be competing for investments with other investment funds (including impact-focused, life science, opportunistic technology- focused and traditional venture capital funds, growth equity funds, hedge funds and private equity funds), as well as individuals, companies, financial institutions and other investors. It is possible that competition for appropriate investment opportunities may increase, which may also require the Funds to participate in auctions more frequently than is currently expected. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of investment opportunities available to the Funds and potentially adversely affecting the terms, including price, upon which investments can be made. Furthermore, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Moreover, the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. The Funds may incur significant expenses in connection with identifying investment opportunities and investigating other potential investments which are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third party advisors. There can be no assurance that the Funds will be able to locate, complete and exit investments that satisfy the Funds’ investment objectives or that they will be able to fully invest committed capital.

Concentration of Investments

The Funds are generally not limited in the amount of capital that may be invested in any one industry or sector, geography, or similar category or asset class. As such, the Funds’ assets may not be diversified. Any such non-diversification would increase the risk of loss to the Funds if there was a decline in the market value of any security, category or asset class in which the Funds had invested a large percentage of their assets. Investment in a non-diversified fund will generally entail greater risks than investment in a “diversified” fund. If a large portion of the assets of the Funds is held in cash or cash-like instruments, performance may be affected. Certain Funds (the “Geographically Focused Funds”) will focus their investments in a particular geographic region and therefore will be particularly vulnerable to events affecting companies in such region. The economy of a particular country in which a Geographically Focused Fund may invest is influenced by economic and market considerations in other countries in the relevant region. The performance of a Geographically Focused Fund may be worse than the performance of other Funds that invest more broadly geographically. Geographic Concentration Risk

Certain Funds intend to focus their investments in companies based in a specific geographic region and therefore will be particularly vulnerable to events affecting companies in this region. Moreover, certain Funds may focus on investments in geographic areas that are experiencing weakened financial positions (including high unemployment rates, disease, high poverty rates, high foreclosure rates, and low incomes) that may be more susceptible to negative effects of changes in the economy or the availability of public assistance. The economy of a particular country in which certain Funds may invest is influenced by economic and market considerations in other countries in the region, and the rest of the world. Certain Funds’ performance may be worse than the performance of other funds that invest more broadly geographically, and such geographic focus may decrease the likelihood of success of the Funds’ portfolio companies or the ability of such portfolio companies to achieve financing or refinancing. Availability of Exit Opportunities The ability of the Funds to achieve successful and profitable exits of its portfolio investments may be impacted by a number of factors prevailing at the time, including general economic conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time the Funds seek a realization. Economic and Market Risk General economic conditions may affect the Funds’ activities. Companies in which the Funds invest may be sensitive to general downward swings in the overall economy. Changes in economic conditions, including, for example, inflation, unemployment, competition, technological developments, political events and innumerable other factors, none of which will be within the control of the General Partners or the Advisers, can substantially and adversely affect the business and prospects of the Funds. Fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. The public securities markets could see increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by, among other reasons, the tightening of the credit markets, and the ongoing financial turmoil and uncertainty. The repercussions of such market turmoil are unclear. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. In the past, many private equity, growth and venture capital funds looked to the public securities markets as a potential exit strategy, and there can be no assurance, particularly given the recent volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that the Funds will be able to exit from an investment by listing its shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable the Funds to sell these securities when the General Partners believe it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have a material adverse effect on the ability of the Funds to buy, sell and partially dispose of its portfolio company investments. The Funds may be adversely affected to the extent that they seeks to dispose of any of its investments in an illiquid or volatile market and the Funds may find themselves unable to dispose of investments at prices that the General Partners believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the debt market or otherwise. No assurance can be given as to the effect of these economic conditions on the Funds’ investment objectives. Investments in Small Capitalization Companies The Advisers may invest a portion of the Funds’ assets in companies with small market capitalizations, including venture or growth stage companies. Those companies involve higher risks in some respects than do investments in larger or more established companies. For example, prices of small-capitalization companies are often more volatile than prices of large- capitalization companies and the risk of bankruptcy or insolvency of many smaller companies is higher than for larger, “blue-chip” companies. In addition, there may be fewer investors for smaller companies, making an investment in those companies highly illiquid. Some small companies have limited product lines, distribution channels and financial and managerial resources. Some of the companies in which the Funds invest may have product lines that have, in whole or in part, only recently been introduced to market or that may still be in the research or development stage. Such companies may also be dependent on personnel with limited experience.

Investments in PIPES The Funds may invest in privately sourced and structured convertible and equity-linked securities of public companies (“PIPES”). PIPES offer the opportunity for significant gains, but also involve a high degree of risk, including the complete loss of capital. Among these risks are the general risks associated with investing in companies operating at a loss or with substantial variations in operating results from period to period and investing in companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities, and a greater number of qualified managerial and technical personnel. Securities of any such portfolio company will likely be thinly traded and undercapitalized and will therefore be more sensitive to adverse business or financial developments. In the event that any such portfolio company is unable to generate sufficient cash flow or raise additional equity capital to meet its projected cash needs, the value of a Fund’s investment in such portfolio investment could be significantly reduced or even lost entirely. Investments in Pass-Through Companies It is possible that certain of the Funds’ investments may be structured as partnerships, limited liability companies or other pass-through entities. The General Partners may cause limited partners to hold their interests in a pass-through investment directly or indirectly through an entity that is taxable as a corporation for U.S. federal income tax purposes, including through an AIV structure in which only certain limited partners hold such investment through such an entity. In such circumstances, it is possible that the returns on such investment for limited partners generally (including but not limited to limited partners investing through an AIV structure that does not include an entity taxable as a corporation for U.S. federal income tax purposes) will be lower than such returns would have been if limited partners had held such pass-through investment directly as a result of expenses of such AIVs’ structure, reductions in proceeds on sale, liabilities for taxes or otherwise. If an AIV structure is formed for the benefit of one or more limited partners (and/or any limited partners of any parallel vehicle), the costs of utilizing any such AIV structure, including taxes, may be borne solely by such investors, or by all a Fund’s investors, as determined by the applicable General Partner. Leveraged Investments While investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Some of the Funds’ investments may involve high degrees of leverage, including as a result of borrowing at one or more levels of the investment structure or as a result of implicit leverage through derivative transactions. Portfolio companies often issue certain types of debt in connection with leveraged acquisitions or recapitalizations in which the portfolio company incurs a substantially higher amount of indebtedness than the level at which it had previously operated. Leverage has certain implications on the business and operation of these portfolio companies and the Funds as an investor. For example, the substantial indebtedness of a portfolio company could: (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives (including, for certain Funds, for impact and mission oriented activities) or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes, including making critical product investments; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage and (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. A leveraged portfolio company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a portfolio company with a leveraged capital structure will be subject to increased exposure to adverse economic factors, such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of that portfolio company or its industry. Recessions, operating problems and other general business and economic risks can have a more pronounced effect on the profitability or survival of highly leveraged companies. If a portfolio company is unable to generate sufficient cash flow to meet all of its obligations, it will generally take alternative measures (e.g., reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure, extend or refinance indebtedness), and a Fund is likely to suffer a partial or total loss of capital invested in the portfolio company. These actions will often negatively affect a Fund’s investment in such a portfolio company. A Fund’s ability to achieve attractive rates of return on investments will depend on the ability of its portfolio companies to access sufficient sources of debt at attractive rates, including high yield debt. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when a Fund might not be able to access those markets at attractive rates, or at all, when completing an investment. Also, increased interest rates generally increase portfolio company interest expenses. Reliance on Management of Portfolio Companies Although the General Partners intends to invest in portfolio companies that have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any portfolio company’s management team will be able to operate successfully. Portfolio companies often face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, or a larger number of qualified managerial and technical personnel. As a result, portfolio companies that the Adviser expects to be stable will at times likely operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position or have a weak financial condition or be experiencing financial distress. In addition, instances of fraud and other deceptive practices committed by the management team of portfolio companies in which the Funds have an investment may undermine an Adviser’s due diligence efforts with respect to such companies. The success or failure of a portfolio company, includ please register to get more info

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Related General Partners
Various limited partnerships and other similar entities serve as General Partners of the Bain Capital Private Equity Funds, and Bain Capital Investors, LLC (“BCI”) is the General Partner or serves in a similar capacity for of each of the General Partners.

Various limited partnerships serve as General Partners of the Bain Capital Double Impact Funds and Bain Capital Double Impact Investors, LLC serves as the General Partner of each General Partner. Various limited partnerships serve as General Partners of the Bain Capital Life Science Funds and Bain Capital Life Sciences Investors, LLC serves as the General Partner of each General Partner.
Affiliated Advisers
Bain Capital Double Impact, Bain Capital Life Sciences, and Bain Capital Tech Opportunities are relying advisers of Bain Capital Private Equity. In addition, the Advisers have several affiliated advisers based in the U.S., each of which focuses primarily on a different area of investment management, although such areas overlap from time to time (such advisers, together with the Advisers, the “U.S. Affiliate Advisers”). Each U.S. Affiliate Adviser is registered as an investment adviser with the SEC. The U.S. Affiliate Advisers currently include, in addition to Bain Capital Private Equity, Bain Capital Double Impact, and Bain Capital Life Sciences, and Bain Capital Tech Opportunities: — Bain Capital Credit, LP, which uses fundamental credit analysis to identify attractive investment opportunities and seeks superior risk adjusted returns, primarily in credit products and fixed-income investments; — Bain Capital Credit CLO Advisors, LP, a subsidiary of Bain Capital Credit, LP, and provides investment advisory services and collateral management services to issuers of collateralized loan obligations; — Bain Capital Credit U.S. CLO Manager, LLC, a subsidiary of Bain Capital Credit, LP, and provides investment advisory services and collateral management services to issuers of collateralized loan obligations; — BCSF Advisors, LP, a subsidiary of Bain Capital Credit, LP, which is the investment manager to a Business Development Company; — Bain Capital Public Equity, LP, the public equity affiliate of Bain Capital, whose primary objective is investing in securities of publicly traded companies that offer opportunities to realize substantial long-term capital appreciation; — Bain Capital Real Estate, LP, the real estate affiliate of Bain Capital, whose primary objective is to research and advise on real estate and real estate-related investments; — Bain Capital Partnership Strategies, LP, the capital allocation affiliate of Bain Capital, focuses on creating strategic partnerships with third party fund managers, principally in the emerging markets public equity and independent return strategies; — Bain Capital Ventures, LP, the venture capital arm of Bain Capital, which focuses on seed through late-stage growth equity investing in software, hardware, information, healthcare, and technology-driven business services companies; and — Boylston Advisors, LP, (“Boylston”) which focuses on providing alternative investment opportunities to current and former personnel of Bain Capital and invests primarily in third party private fund managers via managed funds of funds and direct investments. In addition, Boylston related persons also serve as the general partners to investment vehicles whose primary purpose is to invest in, or coinvest with, funds managed by the Advisers and other Affiliate Advisers (as defined below) for the benefit of employees and former employees of Bain Capital, LP and its affiliates. Boylston is also registered as a Commodity Trading Advisor (“CTA”) with the Commodity Futures Trade Commission (“CFTC”); In addition, Bain Capital Distributors, LLC, is a broker-dealer registered with the SEC and is a member of FINRA. Bain Capital Distributors places securities and instruments issued by certain private investment funds that the Advisers and their affiliates manage. In addition to the U.S. Affiliate Advisers, Bain Capital Private Equity (Europe), LLP, Bain Capital Investments (Europe) Limited, Bain Capital Private Equity (Japan), LLP, Bain Capital Private Equity (Hong Kong), LLP, Bain Capital Credit Hong Kong, Bain Capital Credit Australia, India Resurgence Asset Management Business Private Limited, Asset Resurgence Mauritius Manager, Bain Capital (Ireland), Limited, Bain Capital Investments (Luxembourg) S.A.R.L., and Bain Capital Credit Ltd., affiliates of Bain Capital, are licensed in their applicable jurisdictions with various regulators (together with the U.S. Affiliate Advisers, the “Affiliate Advisers”). Each of the U.S. Affiliate Advisers’ investment activities are conducted independently, but the U.S. Affiliate Advisers may provide an extensive personal network and access to vertical industry expertise and, in the case of Bain Capital Double Impact, Bain Capital Life Sciences and Bain Capital Tech Opportunities, personnel from other U.S. Affiliate Advisers sit on their respective investment committee. On occasion, the Funds may also benefit from attractive non-traditional investment opportunities from U.S. Affiliate Advisers. Bain Capital has established other non-investment advisory related entities that are affiliates of the U.S Affiliate Advisers. These entities do not provide investment advisory services and have been organized primarily to provide services incidental to the services of the U.S. Affiliate Advisers, such as servicing portfolio companies of the Funds.
Conflicts of Interest
The discussion below reflects both historical and current practices of the Advisers and the Funds and practices vary among the Funds. Please refer to the limited partnership agreement (or analogous organizational document) of the applicable Fund for details regarding the practices of such Fund. As a diversified private investment firm, Bain Capital and its affiliates, including Bain Capital Private Equity, Bain Capital Double Impact, Bain Capital Life Sciences, and Bain Capital Tech Opportunities engage in a broad range of activities, including investment activities for their own account (such as internal co-investment vehicles and/or other internal investment vehicles) and for the account of other investment funds or accounts and providing advisory, management and other services to funds and operating companies, including portfolio companies of the Funds. As discussed above, Bain Capital currently has several affiliated advisers, each of which focuses primarily on a different investment strategy, although such investment strategies overlap from time to time. The funds and accounts advised or managed, or to be advised or managed, by the Advisers are referred to as the “Funds” and the funds and accounts advised by the Affiliate Advisers (including the Bain Capital Private Equity Funds, the Bain Capital Double Impact Funds, the Bain Capital Life Sciences Funds, and the Bain Capital Tech Opportunities Funds), which include internal investment vehicles of Bain Capital, are referred to as the “Related Funds.” In the ordinary course of conducting its activities, the interests of a Bain Capital Private Equity Fund, a Bain Capital Double Impact Fund, a Bain Capital Life Sciences Fund, and a Bain Capital Tech Opportunities Fund, or its limited partners will, on occasion, conflict with the interests of Bain Capital Private Equity, Bain Capital Double Impact, Bain Capital Life Sciences, Bain Capital Tech Opportunities or their affiliates or with one or more other Related Funds or their respective affiliates. Additionally, the Advisers have in the past and may in the future establish certain investment vehicles through which certain personnel of the applicable Adviser or its affiliates, or other persons may invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as “co-investment vehicles,” generally are created to purchase and sell each investment opportunity at substantially the same time and on substantially the same terms as the applicable Fund, subject to legal, regulatory, tax or other similar considerations. Such co- investment vehicles generally do not pay management fees or carried interest. A Fund may enter into loan agreements, guarantees and/or commitment letters on behalf of one or more co- investment vehicles, and if such co-investment vehicles fails to meet its obligations relating to such loan agreements, guarantees or commitment letters, any amounts owed as a result of such failure will be borne by such Fund. Certain personnel of the Affiliate Advisers also invest in, or alongside, one or more Fund through a co-investment vehicle. Conflicts may arise to the extent such personnel manage other Related Funds, the interests of which conflict with those of the Funds. The following discussion describes certain potential conflicts of interest that exist among Bain Capital, the Funds, the Advisers, the Affiliate Advisers, and the other Related Funds. Certain conflicts of interest which may be relevant to an investment in the Funds are described generally with respect to a Fund or a Related Fund. Dealing with conflicts of interest is complex and difficult and new and different types of conflicts may subsequently arise. While Bain Capital has adopted procedures to address such conflicts, no assurance can be made that these procedures will have their desired effect. There can be no assurance that Bain Capital or the Advisers will be able to resolve all conflicts in a manner that is favorable to the Funds. Resolution of Conflicts Each of the Advisers and the Affiliate Advisers will deal with all conflicts of interest using its best judgment, but in its sole discretion. When conflicts arise among investment funds or accounts advised or managed by Affiliate Advisers, the participating Affiliate Advisers will represent the interests of the investment funds or accounts they advise. In resolving conflicts, the Advisers and Affiliate Advisers will generally consider various factors, including the interests of the Funds and the other Related Funds they advise in the context of both the immediate issue at hand and the longer term course of dealing among the Funds and the other Related Funds. From time to time, the Advisers and the Affiliate Advisors may determine to refer certain conflicts of interest to Bain Capital’s Allocation Committee (the “Allocation Committee”), comprised of senior Bain Capital personnel, for review and resolution, particularly in situations where the Advisers and the Affiliate Advisors are unable to resolve such conflicts. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain conflicts of interest. When conflicts arise between a Bain Capital Private Equity Fund, on the one hand, and another Bain Capital Private Equity Fund, on the other hand, Bain Capital Private Equity resolves the conflict. When conflicts arise between a Bain Capital Double Impact Fund, on the one hand, and another Bain Capital Double Impact Fund, on the other hand, Bain Capital Double Impact resolves the conflict. When conflicts arise between a Bain Capital Tech Opportunities Fund, on the one hand, and another Bain Capital Tech Opportunities Fund, on the other hand, Bain Capital Tech Opportunities resolves the conflict. When conflicts arise between a Bain Capital Life Sciences Fund, on the one hand, and another Bain Capital Life Sciences Fund, on the other hand, Bain Capital Life Sciences resolves the conflict. In doing so, the Advisers will generally consider various factors, including the interests of a Fund and another Fund with respect to the immediate issue and/or with respect to the longer term course of dealing among a Fund and other Funds. In the case of all conflicts involving a Fund and other Funds, the applicable Adviser’s determination as to which factors are relevant, and the resolution of such conflicts will be made in the applicable Adviser’s sole discretion except as required by the governing documents of a Fund. There can be no assurance that an Adviser will be able to resolve all conflicts in a manner that is favorable to a Fund. While the Advisers have procedures in place designed to mitigate conflicts of interest among Funds and other Related Funds, there can be no guarantee that these procedures will be successful.

Sources of Conflicts of Interest There are numerous perceived and actual conflicts of interest among the Funds, the Related Funds, the Advisers and the Affiliate Advisers. The conflicts of interest encountered by a Fund include those discussed below, although such discussion does not describe all of the conflicts that may be faced by the Funds. Other conflicts are disclosed throughout this document and this document should be read in its entirety for other conflicts. Conflicts Relating to the General Partners of the Funds, Certain Affiliate Advisers and the Advisers Adviser Personnel; Allocation of Time Personnel of an Adviser responsible for managing a Fund will have responsibilities with respect to other Funds, including funds and accounts that are raised in the future, as well as the investments of the Funds and/or such other Related Funds. Substantial time will be spent by such officers and employees making and monitoring the investments of other Funds and/or Related Funds. Conflicts of interest may arise in allocating time, services or functions of such personnel. Certain members of Bain Capital Double Impact’s, Bain Capital Life Sciences’, and Bain Capital Tech Opportunities’ investment committees could also serve on the investment committees of other Affiliate Advisers. Such individuals will have responsibilities to such other Affiliate Advisers and with respect to other current or future Related Funds advised or managed by such Affiliate Advisers, including funds or accounts that may be eligible to invest in assets eligible for purchase by a Bain Capital Double Impact Fund, a Bain Capital Life Sciences Fund, or a Bain Capital Tech Opportunities Fund, as well as to the portfolio companies and investment activities of such Related Funds. Such personnel may have restrictions on the time and attention they devote to Bain Capital Double Impact, Bain Capital Life Sciences and Bain Capital Tech Opportunities, or a Bain Capital Double Impact Fund, a Bain Capital Life Sciences Fund and a Bain Capital Tech Opportunities Fund as a result of the requirements contained in the limited partnership agreements (or other analogous organizational documents) of the other Related Funds or otherwise. Conflicts of interest may arise in allocating time, services or functions of such personnel. From time to time, members of Bain Capital Double Impact’s, Bain Capital Life Sciences’, and Bain Capital Tech Opportunities’ investment committee may face conflicts of interest in making investment decisions with respect to a Bain Capital Double Impact Fund, Bain Capital Life Sciences Fund or Bain Capital Tech Opportunities Fund, due to their membership on such investment committee, on the one hand, and their obligations to other Affiliate Advisers or other Related Funds advised or managed by other Affiliate Advisers, on the other hand. Such conflicts of interests may result in decisions that are not exclusively in the interest of a Bain Capital Double Impact Fund, Bain Capital Life Sciences Fund or Bain Capital Tech Opportunities Fund. Certain decisions may be more beneficial to another Related Fund than they are to a Bain Capital Double Impact Fund, Bain Capital Life Sciences Fund or Bain Capital Tech Opportunities Fund. There is no guarantee that the policies and procedures adopted by Bain Capital Double Impact, Bain Capital Life Sciences, or Bain Capital Tech Opportunities the terms and conditions of the limited partnership agreements (or analogous organizational documents) or the policies and procedures adopted by the Affiliate Advisers’ investment committees will enable Bain Capital Double Impact, Bain Capital Life Sciences or Bain Capital Tech Opportunities to identify, adequately address or mitigate these conflicts of interest.

Co-Investments Alongside Bain Capital Funds The Funds may, from time to time, make co-investments in transactions sourced by other Affiliate Advisers, including Bain Capital Real Estate, LP, the Affiliate Adviser which advises Related Funds that make real estate investments (the “Real Estate Adviser”), Bain Capital Ventures, LP, the Affiliate Adviser which advises Related Funds that make venture capital investments (the “Venture Adviser”), Bain Capital Public Equity, LP, the Affiliate Adviser which advises Related Funds that make public equity investments (the “Public Equity Adviser”), Bain Capital Partnership Strategies, LP, the Affiliate Adviser which advises Related Funds that make investments in open- or close-ended funds, funds of one, separately managed accounts and strategies managed by a diverse pool of investment managers (the “Partnership Strategies Adviser”), Bain Capital Credit, LP, the Affiliate Adviser which advises Related Funds that make credit investments (the “Credit Adviser”), Bain Capital Life Sciences, LP, the Affiliate Adviser which advises Related Funds that make equity investments in life sciences companies (the “Life Sciences Adviser”) and Bain Capital Double Impact, LP, the Affiliate Adviser which advises Related Funds that make impact-oriented investments (the “Impact Adviser”), and Bain Capital Tech Opportunities, LP, the Affiliate Adviser which advises Related Funds that make equity, growth equity and opportunistic technology investments (the “Tech Opportunities Adviser,” and collectively with the Real Estate Adviser, the Venture Adviser, the Public Equity Adviser, the Credit Adviser and the Life Sciences Adviser, the “Co-Investment Advisers”). When such a Related Fund makes a private equity, real estate, public, venture, life sciences, opportunistic technology, impact, or credit investment, or makes investments on behalf of managed accounts or other similar investment vehicles , the Funds' Adviser will often, and the applicable Co-Investment Adviser may, perform management, advisory, investment banking, financial advisory and other services for, and will receive fees from, actual or prospective portfolio companies. Additionally, a portfolio company of a Related Fund advised by a Co-Investment Adviser will generally reimburse the Funds’ Adviser and/or such Co- Investment Adviser for expenses incurred by such Adviser and/or Co-Investment Adviser in connection with its performance of services for such portfolio company. Although the Adviser and/or Co-Investment Adviser receives these fees and reimbursements from actual or prospective portfolio companies, the opportunity to earn these fees creates a conflict of interest between the Adviser and/or such Co-Investment Adviser, on the one hand, and, to the extent the Fund co- invests in the transaction, the Funds on the other hand, because the amounts of such fees and reimbursements are often substantial and the Funds typically will not share in such fees and reimbursements. The Adviser may, in its discretion, recommend to the Funds that they contract for services with a portfolio company of another Related Fund or an entity with which the Adviser, another Affiliate Adviser, one of their affiliates or any other their personnel has a relationship or otherwise derives a financial or other benefit. While the Adviser will make decisions for the Funds in accordance with its obligations to manage the Funds appropriately, the fees, allocations, compensation and other benefits to the Adviser, another Affiliate Adviser or one of their affiliates arising from those decisions may be greater as a result of certain portfolio, investment, Service Provider or other decisions made by the Adviser for the Funds than they would have been had other decisions been made which also might have been appropriate for the Funds. Services to Portfolio Companies As described in Item 5 above, Bain Capital Private Equity and/or its affiliates will typically, Bain Capital Double Impact and its affiliates may, Bain Capital Life Sciences and its affiliates may, and Bain Capital Tech Opportunities and its affiliates are expected to, perform a variety of services for, and will receive fees in respect of such services from, actual or prospective portfolio companies or other deal-related investment vehicles of the applicable Funds. The services in respect of which such fees are paid (a) are provided to the relevant portfolio companies and vehicles and (b) are separate from and additional to the services which the Advisers provide in respect of the Funds. Such services include management, investment banking, financial advisory, operational and transactional services (such as advice and consulting in connection with mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales and similar transactions), as well as management, monitoring and consulting services. Fees or other compensation paid to an Adviser, its affiliates or its professionals for such services may be paid in cash, in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. The services described below are expected to vary in frequency and scope for each adviser. Prior to closing an investment in a portfolio company, the applicable Adviser typically enters into a management agreement with the portfolio company pursuant to which the Adviser provides, and is compensated for, a variety of services to such portfolio company and is reimbursed for its related expenses. The terms of any such agreements vary, but (i) historically the initial term has been between five and ten years and the agreement is then automatically renewed for additional one- year periods thereafter unless either the applicable Adviser or the portfolio company opts to terminate and/or (ii) for more recent investments the term is generally tied to the holding period of the Fund. These agreements typically terminate upon a change of control of, or upon an initial public offering by, the portfolio company. Under these agreements, certain Advisers typically receive, and other Advisers may receive, one or more of the following: (i) a periodic fee that is paid on a quarterly basis relating to ongoing corporate services which include management, operational and strategic effort provided by the Adviser (together with any other advisory or similar services provided by the applicable Adviser to portfolio companies of a Fund “Advisory Services”), (ii) a transaction fee for services (including financial advisory, investment banking and break-up fees) provided in connection with the acquisition and for other material transactions, such as financings, mergers, acquisitions, add-on acquisitions, dispositions, refinancings, public offerings, sales or similar change of control transactions (such services, “Transaction Services”), and (iii) reimbursement of out-of-pocket expenses incurred in connection with the provision of such services. Where a management agreement is not entered into with a portfolio company, other governing documents typically provide for reimbursement of out-of-pocket expenses incurred in connection with the provision of any services by the applicable Adviser’s professional to the applicable portfolio company. The appropriate fee for Advisory Services is determined by the applicable Adviser, together with other co-investors (such as sponsor investors), following negotiation with management and/or the board of directors of the portfolio company and other investors and in other consultation with lenders, typically prior to when the investment in the portfolio company is closed. The starting point for such fee is typically based on a relevant operating metric for the applicable portfolio company (e.g., EBITDA or revenue), which the Adviser believes are indicative proxies for the amount of resources that it expects it will provide to the portfolio company, but other factors are considered such as additional effort that may be required in a turnaround situation. Although certain of the Adviser investments may result in a non-controlling ownership stake in a particular portfolio company, in many cases with respect to the implementation of the arrangements described above, there is not always an independent third party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest will exist in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. The Advisory Agreements generally require the applicable Adviser to offset all or a portion of the amount of the applicable Fund’s fees for Advisory Services to portfolio companies, that exceed (either in the aggregate or, in certain cases for older Funds, on a portfolio company-by-portfolio company basis) the amount that is reasonable in relation to the cost of obtaining similar services from third parties against the management fee payable by such Funds with respect to each limited partner. For recent Funds, excess fees are determined in the aggregate on a portfolio-wide basis for the applicable Fund. For recent Funds managed by the Advisers, there have been no offsets to date, and there may or may not be any offsets in the future, as such offsets are determined based on fees received from, and the volume of Advisory Services provided to, such portfolio companies by the applicable Adviser or its affiliates. The Advisers will determine, in good faith but in its discretion, the cost of obtaining services similar to the management, advisory and similar services it provides to portfolio companies by tracking the actual amount of time that its professionals spend providing Advisory Services or other management, advisory or similar services to portfolio companies and benchmarking the value of such time against the cost for services of similarly experienced professionals at prominent management consulting firms. In respect of benchmarking, while Bain Capital often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Bain Capital affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., different assets may receive different services). Moreover, while the Advisor benchmarks such services against those provided by prominent management consulting firms, there can be no guarantee that a portfolio company would independently retain a management consulting firm of similar quality and/or cost. There is no offset for amounts paid by portfolio companies or prospective portfolio companies for reimbursement of expenses incurred by the Advisers or their affiliates in connection with the provision of Advisory Services or other management, advisory or similar services to portfolio companies. For the avoidance of doubt, services provided by operating professionals that are consultants (whether former employees or not) are not “Advisory Services” and any fees paid or received in connection with such services are not subject to the offset provisions and any compensation received by such persons is not subject to the benchmarking requirements as set forth herein. When a management agreement has been entered into and such agreement is terminated upon a portfolio company’s initial public offering, the portfolio company generally pays the applicable Adviser a termination fee as prescribed in the applicable agreement. These termination fees can be substantial, particularly in the event such initial public offering occurs early in the life of the Fund’s investment in such portfolio company. When a termination fee is taken, the Adviser continues to measure the value of Advisory Services provided or to be provided to the applicable portfolio company and applies the offset calculation described in the preceding paragraph against the termination fee. More generally, the Adviser has typically continued to provide Advisory Services to the portfolio company without additional compensation from the portfolio company, even though it has not been contractually obligated to do so, if the applicable Fund continues to have an ownership interest in the portfolio company. The Advisory Agreements also generally require the applicable Adviser to offset all or a portion of the amount of the Funds fees for transaction services (net of dead deal expenses that were borne by the applicable Adviser or its affiliates and not reimbursed by the Funds or otherwise recovered) against the management fee payable by such Funds with respect to each limited partner. In addition, an Adviser or its personnel, both current and former (to the extent serving on behalf of the Adviser or at its direction), have in the past and may in the future receive cash or equity compensation from a portfolio company due to service on the board of directors of such portfolio company. The Advisory Agreements require the Advisers to offset the amount of directors’ fees received for serving on boards of directors of portfolio companies of the Funds against the management fee payable by the Funds with respect to each limited partner. As a general matter, a representative of the Adviser who serves as a portfolio company director owes duties to the portfolio company and its shareholders. In limited circumstances, the director may face a conflict of interest between the director’s duties to the portfolio company and the Funds or a Related Fund. If a material conflict of interest should arise with respect to a board matter, the director, in such capacity, and subject to any contractual rights it may have, may be required to act in the best interests of the portfolio company and its shareholders, which interests may be different than those of the Funds or a Related Fund. Decisions made by a director may subject the Adviser, its affiliates or the Funds to claims it would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify the Adviser and any GP indemnified persons from such claims. Fees or other compensation paid to the applicable Adviser, its affiliates or its professionals for services provided to portfolio companies are in addition to the fees paid by the Funds to the Adviser for investment advisory services to such Funds. Under the Advisory Agreements with the Funds, future fees payable to the applicable Adviser by a Fund will in some circumstances be reduced in connection with the receipt of fees for such services from portfolio companies when the fee is actually received in cash and the amount of such fee reduction has been determined by the Adviser in good faith. The calculation of any such reduction varies from fund to fund and is described in the limited partnership agreement (or analogous organizational document) of such Fund. Such reductions will generally be credited on a regular basis. To the extent that any such credit would reduce the management fee for a given quarter below zero, such credit will be carried forward for future application. Fee offset calculations are typically performed on a one quarter lag basis. These fees may be significant and may, in some instances, exceed the fees payable by a Fund to the applicable Adviser for investment advisory services in one or more quarters. Any such reduction of a Fund’s management fee will be limited to the extent of such Fund’s proportionate interest in any such portfolio company. The Advisers are not required by the limited partnership agreements (or analogous organizational documents) of the Funds to provide a Fund or its limited partners with information regarding the amounts of these fees and reimbursements, although sometimes portfolio companies disclose fees for Advisory Services and Transaction Services in materials such as debt or other securities filings and offering memoranda. It has been the historical practice of the Advisers to disclose the aggregate amount of fees received for each category of services provided (i.e., Advisory Services, Transaction Services and director services) during a given fiscal year, together with the corresponding offset amounts for each fee category, in the audited financial statements for each Fund. Although an Adviser and/or its affiliates receive these fees and reimbursements from actual or prospective portfolio companies or other investment vehicles of an applicable Fund, the opportunity to earn these fees and receive these reimbursements creates a conflict of interest between the Adviser or its affiliates, on the one hand, and such Fund and its limited partners, on the other hand, because the amounts of such fees and reimbursements may be substantial, the Fund and its limited partners do not have an interest in the Adviser or its affiliates and the rights of the Fund and its limited partners to these fees and reimbursements is limited to the sharing arrangements described in the limited partnership agreements (or analogous organizational documents) for such Fund. Additionally, the opportunity to earn these fees and reimbursements, the formulation of the management fee at certain times during the life of the Funds, and the existence of each Fund’s General Partner’s carried interest creates an incentive for the General Partner of a Fund to cause such Fund to make more investments, and to make more speculative investments, than it would otherwise make in the absence of such fees, such formulation of the management fee and such performance-based compensation. In addition, in connection with certain investments, the Fund and/or any portfolio company are expected to pay fees or other compensation to members of the Adviser for providing any services directly to investment vehicles of the Fund that constitute Fund Expenses (including allocable portions of salaries, bonuses, payroll taxes, fringe benefits or other fees paid to any member of the Adviser or staff of or consultants engaged by the Adviser and, the fees and expenses associated with recruiting and training such staff and consultants and portions of rent, property taxes, utilities, information technology, other real-estate related expenses and other similar items and related overhead expenses associated with the provision of such services by such members of the Adviser, staff or consultants) and any such fees or other compensation, other than as explicitly set forth above, will not be offset against the management fee and will not otherwise be shared with the limited partners. The Advisers and the other Affiliate Advisers have existing and potential advisory and other relationships with a significant number of companies and other clients, and have in the past and may in the future provide financing, services, advice or otherwise deal with third parties whose interests conflict with the interests of a Fund’s portfolio companies, such as their competitors, suppliers or customers. On occasion, the Advisers or another Affiliate Adviser will recommend or cause such a third party to take actions that are adverse to the Funds or the Funds’ portfolio companies. Services required by a Fund (including some services historically provided by a Adviser or its affiliates) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Adviser or its affiliates. The Adviser and its affiliates have an incentive to outsource such services at the expense of the Fund to, among other things, leverage the use of Adviser personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, custodial, marketing and marketing-reviews, accounting, valuation, legal, human resources, client services, compliance, corporate secretarial and tax support, director services and other similar services. Outsourcing may not occur universally for all Funds and accordingly, certain costs may be incurred by a Fund for a third-party service provider that are not incurred for comparable services by other Funds. The decision by an Adviser to initially perform a service for a Fund in- house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future and the an Adviser has no obligation to inform the Funds or investors of such a change. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party service providers will be borne by the relevant Funds. Other Professional Services to the Funds and Portfolio Companies The Funds are expected to pay and/or reimburse the Adviser for an allocable portion of the compensation (including, without limitation, salary, bonus, payroll taxes and benefits), expenses and overhead (including, without limitation, rent, property taxes and utilities allocable to the workspaces) attributable to certain employees, partners, members, or officers of the Adviser and or any Affiliate Adviser. The Adviser will determine the cost of services performed by such in- house professional by reference to the pro rata portion of the aggregate annual cash compensation paid to the employee (including salary, bonus, benefits, profits interests, payroll taxes, equity interests or other incentive-based compensation), plus an estimate of the overhead and other fixed costs allocable to the employee (including rent, utilities and property taxes), in its good faith but sole discretion. These allocation methodologies may include: requiring personnel, in a reasonable manner, to record and allocate their time on a periodic basis with respect to the Funds and/or the portfolio companies; and any other methodology determined by the Adviser to be appropriate under the circumstances. Because an Adviser’s in-house expense calculation and allocation processes rely on certain judgments and assessments that in turn are based on information and estimates from various inputs, the calculations and allocations that result may not be exact. In the future, an Adviser may use additional or different methods to allocate in-house expenses in a manner that it determines to be fair and reasonable. Positions with Portfolio Companies The Advisers’ personnel, including former personnel serving on its behalf and at its request, typically, with respect to control investments, and may, with respect to non-control investments, serve as directors of portfolio companies. Any fees paid to such personnel are offset against the management fee as discussed in “Services to Portfolio Companies” above. The Advisers’ personnel may also serve in interim or part-time operating and/or management roles, or may provide additional services as a secondee or similar capacity, including in certain cases, serving as the CEO or other executive positions at portfolio companies during their employment at the Advisers or their affiliates. Any Adviser’s personnel serving as an interim CEO may be rehired by an Adviser upon completion of their service at a portfolio company. Under such an arrangement, with respect to control investments, the Advisers and/or the portfolio company may pay all or a portion of the salary or supervise or otherwise oversee the employment of such employees, which may create conflicts of interest when the employees are considering the interests of the Funds and the interests of the portfolio company, and may cause the Funds to indirectly bear expenses. The salary and any other expenses related to the employment of such employees with such portfolio companies or platform organizations will be allocated on a basis that the Advisers determine in good faith is fair and equitable. Furthermore, the particular arrangement between such employees and such portfolio companies may change over time, particularly when an investment is realized. An There is no guarantee that an employee may not will return to an Adviser after the disposition of such portfolio company. Any additional fees paid to or received by the Advisers or its personnel are subject to the offset arrangements discussed above. In addition, the Advisers’ personnel may leave the employment of the Advisers or their affiliates and become an officer or employee of a portfolio company and officers or employees of a portfolio company may become employees of the Advisers. Similarly, senior advisors may become employees, officers or board members of a portfolio company. The Advisers have in the past and may, in the future, in its discretion, cause the Funds and/or their portfolio companies to have, ongoing business dealings, arrangements or agreements with persons who are former personnel of the Advisers, which may be in the form of an operating or management role with a portfolio company. The Funds and/or their portfolio companies have in the past and may in the future bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between an Adviser and the Funds (or their portfolio companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that an Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. In addition, personnel of portfolio companies, vendors, Service Providers (including law firms and accounting firms) and limited partners of the Funds and the Related Funds may be seconded, or serve internships at, Bain Capital and portfolio companies of the Funds and the Related Funds. While the Funds, the Related Funds and their portfolio companies are often the beneficiaries of these types of arrangements, Bain Capital is from time to time a beneficiary of these arrangements as well, including in circumstances where the vendor or Service Provider also provides services to the Funds and the Related Funds in the ordinary course. Bain Capital or the portfolio company may or may not pay salary or cover expenses associated with such secondees and interns, and if a portfolio entity pays the cost it will be borne directly or indirectly by the Funds and the Related Funds. The management fee will not be offset or reduced as a result of these secondments or internships or any fees, expense reimbursements or other costs related thereto. The personnel described above may provide services in respect of multiple matters, including in respect of matters related to Bain Capital, its affiliates and related parties, and any costs of such personnel may be allocated accordingly. Expense Reimbursement Certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by the applicable Adviser, are reimbursed by a Fund and/or its portfolio companies. The Advisers may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses, and instead considers a range of qualitative factors when making engagement decisions. Additionally, where the Funds own an equity stake in a portfolio company, the value of its equity investment will be affected by expenses incurred by such portfolio company. Such expenses may include costs incurred by personnel of Bain Capital in connection with board positions and other activities with respect to such portfolio company, including reimbursement for out-of-pocket expenses incurred in connection with such activities. Placement Agents Bain Capital Distributors, LLC will act as a placement agent to the Funds. Bain Capital Distributors, LLC is an affiliate of Bain Capital. Representatives of Bain Capital Distributors, LLC may also be employees of the general partner of the Funds, the Advisers, or their affiliates. To the extent Bain Capital Distributors, LLC offers limited partnership interests in the Funds and receives compensation therefor, Bain Capital Distributors, LLC’s relations with the Funds, and its relations with the Bain Capital group generally, may conflict with the interests of investors in such Funds. Additional placement agents may also be engaged with respect to the Funds. Third-Party Fees and Services From time to time, an Adviser may (in its sole discretion) agree or be otherwise obligated to pay a portion of a transaction or other fee received from an actual or prospective portfolio company to a third party (“Third Party Fee”), including, for example, as a consultant, adviser, finder, broker, independent director and/or investment bank. In such event, the Third Party Fee is not a fee that an Adviser is entitled to retain and therefore, such Adviser is not required under the terms of the applicable limited partnership agreements (or limited partnership agreement or analogous organizational documents of the relevant Funds) to share such Third Party Fee with any Fund. Third Party Fees have been paid in the past and may be paid in the future to former personnel who provide similar services upon an Adviser’s request and such fees may be subject to sharing or offsets as set forth in the terms of the applicable limited partnership agreements (or limited partnership agreement or analogous organizational documents of the relevant Funds). The Advisers and their affiliates have in the past and may in the future also engage and retain advisers, consultants, and other similar professionals who are not employees or affiliates of the Advisers (notwithstanding that such professionals may be exclusive to such Adviser) and who may, from time to time, receive payments from such Advisers, or receive payments from or allocations of investment opportunities with respect to, portfolio companies and/or other entities. In such circumstances, such amounts will not be deemed paid to or received by such Advisers and their affiliates even where such payments may have the effect of reducing amounts that the Adviser may otherwise be obligated to pay such professionals and such amounts will not be subject to the sharing arrangements described above. In addition, from time to time, the Advisers may recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of one or more future portfolio companies. In such a case, the Funds will bear the expenses of the management team or portfolio company, as the case may be, including any overhead expenses, employee compensation, diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company. Such expenses may be borne directly by the applicable Related Fund as partnership expenses or indirectly as such Related Fund bears the start-up and ongoing expenses of the newly-formed platform portfolio company. Such costs and expenses will not offset the Management Fee and are in addition to Management Fees and other compensation (e.g., profits interest) received by the Special Limited Partner. Valuation Funds’ investments are valued at estimated fair value as determined in good faith by the applicable General Partners of the Funds. It is also possible that certain circumstances such as the liquidation of a Fund or with the consent of the applicable advisory board, or as necessary due to legal or regulatory considerations in the General Partner’s discretion, a Fund may make a distribution in kind. The exercise of discretion in valuation by the General Partners may give rise to conflicts of interest, as carried interest is calculated based, in part, on these valuations and such valuations affect the calculation of the Funds’ performance track record. For example, the General Partner will not receive carried interest until the limited partners receive distributions equal to their share of write-downs not taken into account in prior distributions. This creates an incentive for the General Partner and the Adviser to avoid writing down the value of assets that are not readily marketable or difficult to value, because the General Partner will be in a position to receive a higher carried interest. Furthermore, the valuation of investments may affect the ability of the General Partners to raise successor funds, creating an incentive to determine valuations that are higher than the actual fair value of the investments. In addition, the General Partners may or may not value the investments differently than how the same or similar investments are valued by the general partners of the other Related Funds. Furthermore, the General Partners may be paid certain additional fees in consideration other than cash, which such fees, if they are of the type as described above, will be offset against the management fee. As described in the Advisory Agreements, such non-cash fees may be valued at such time as is reasonably determined by the Advisers, which may result in offsets to the management fee at a value that is different from the value ultimately realized by the Advisers. Carry Law Change U.S. and non-U.S. laws have been changing, and may continue to change, the tax treatment of “profits interests” or “carried interest,” in ways that may be adverse to partners in the General Partner or similar entity. Under the limited partnership agreements, the General Partner may have certain rights to amend the limited partnership agreement to mitigate such adverse consequences. Furthermore, the General Partner and the Adviser may take these potential adverse consequences into account in their management and operation of a Fund. In addressing these adverse consequences, the interests of the General Partner and the Adviser, on the one hand, may diverge from the interests of the limited partners, on the other hand. General Partner or Clawback Pursuant to the limited partnership agreements (or analogous organizational documents) of the Funds, the General Partner of a Fund may be required to return excess amounts of profit interest as a “clawback”. This clawback obligation may create an incentive for such General Partner to defer disposition of one or more investments or delay the liquidation of such Fund if the disposition and/or liquidation would result in a realized loss to such Fund or would otherwise result in a clawback situation for such General Partner. Conflicts Relating to the Purchase and Sale of Investments Allocation of Investment Opportunities Through its other Related Funds (including other Related Funds in existence as of the date hereof and those that may be formed in the future), including, for the avoidance of doubt, internal vehicles of Bain Capital, Bain Capital currently invests and plans to continue to invest third-party capital in a wide variety of investment opportunities in the United States, Europe, Asia, Latin America and elsewhere. This may include one or more other Related Funds that have an investment strategy or objective that overlaps with the investment strategy or objectives of the Funds. The Funds and the other Related Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”).Investment Allocation Requirements may be set forth in the instrument under which the Funds or other Related Fund were established (such as a Fund’s or other Related Fund’s limited partnership agreement (or analogous organizational document) or private placement memorandum), or in side letters. Other Related Funds and their respective parallel funds, successor funds and other related vehicles, as well as other investment vehicles formed in the future, will make certain investments that are appropriate for the Fund, and the Fund may receive a smaller allocation of any such investment or no allocation at all as a result. These relationships are likely to present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to the Fund. Subject to any Investment Allocation Requirements, opportunities for investments are allocated among the Funds and the other Related Funds in a manner that the Advisers, Bain Capital, and the other applicable Affiliate Advisers, as well as the applicable General Partners of the Funds and general partners other Related Funds, believe in their sole discretion to be appropriate given factors they believe to be relevant, which may include, but are not necessarily limited to, the following:  Each Fund’s and other Related Fund’s investment objectives and investment focus;  Prospective portfolio company’s geography, nature of its business and scale;  Transaction sourcing;  Each Fund’s and other Related Fund’s liquidity and reserves;  Each Fund’s and other Related Fund’s diversification;  Lender covenants and other limitations;  Amount of capital available for investment by the applicable Fund and other Related Fund as well as each Fund’s and other Related Fund’s projected future capacity for investment;  Each Fund’s targeted rate of return and hold period;  Stage of development of the prospective portfolio company or other investment and anticipated holding period of the prospective portfolio company;  Composition of each Fund’s and other Related Fund’s portfolio;  The suitability as a follow-on investment for a current portfolio company of a Fund;  The potential availability of future follow-on investments in such prospective portfolio company;  The availability of other suitable investments for each Fund;  Risk considerations;  Cash flow considerations;  Asset class restrictions;  Industry and other allocation targets;  Minimum and maximum investment size requirements;  Tax implications;  Legal, contractual or regulatory constraints; and  Any other relevant limitations imposed by or conditions set forth in the applicable offering documents and limited partnership agreements (or analogous organizational documents) of each Fund and other Related Fund. In general, investments sourced by an Adviser that are appropriate for a Fund it advises will first be made available to such Fund. Similarly, investments sourced by another Affiliate Adviser that are appropriate for other Related Funds advised by such Affiliate Adviser will first be made available to such Related Funds. Bain Capital, the Advisers and the other Affiliate Advisers have substantial discretion in allocating investment opportunities. The foregoing methodology for allocation of investment opportunities will likely vary over time and will be on a case-by-case basis. In connection with its investment activities, the Advisers and other Affiliate Advisers have in the past and are expected to in the future encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons, which may include, but are not limited to, the following: 1) The Funds and the other Related Funds for which this is a suitable investment; 2) Any co-investment vehicles that have been formed to invest side-by-side with one or more Related Funds in all or particular transactions entered into by such Related Funds (the investors in such co-investment vehicles may include employees, business associates and other “friends and family” of the Affiliate Advisers or their personnel; individuals and entities that are also investors in one or more Related Funds (“Bain Capital Investors”); and/or individuals and entities that are not investors in any Funds (“Third Parties”)); 3) Bain Capital Investors and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Related Funds in particular transactions entered into by such Related Fund(s); and 4) Bain Capital Investors and/or Third Parties acting as “co-sponsors” with an Adviser with respect to a particular transaction. Each Adviser has adopted written policies and procedures relating to the allocation of investment opportunities among the applicable Funds and Bain Capital Investors and/or Third Parties co- investing with such Funds, and will make allocation determinations consistently therewith, to the extent such policies and procedures apply to a particular investment opportunity. From time to time, the Advisers and other Affiliate Advisers may determine to refer certain investment opportunities to the Allocation Committee for review and resolution, particularly in situations where the Advisers and other Affiliate Advisers are unable to resolve conflicts in the allocation of investment opportunities among a Fund, other Funds, other Related Funds and/or Third Parties co- investing with a Fund. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain allocations of investment opportunities. The other Related Funds, parallel funds, any entities or accounts organized to make co-investments with the Funds in selected transactions because of their size or nature, the General Partners of the Funds and personnel of the Advisers and their affiliates and certain related persons may invest in other transactions in which a Fund participates on the basis described in the Funds’ limited partnership agreements (or analogous organizational documents). In addition, personnel of the Adviser and its affiliates and/or certain related persons may invest (directly or through one more Related Funds organized for such personnel or related persons) in transactions which were made available to a Fund, but ultimately not consummated by such Fund. Other Related Funds (including, for the avoidance of doubt, internal vehicles of Bain Capital) may invest in assets eligible for purchase by a Fund. Members of an Adviser’s advisory board or similar committee who have obligations to another Affiliate Adviser and other Related Funds will have a conflict of interest where an investment opportunity may be appropriate for both a Fund and such other Related Fund advised or managed by such other Affiliate Adviser, and such persons are under no obligation to make any such investment opportunity available to such Fund or to make available to such Fund any other investment opportunity that may arise in connection with the obligations to another Affiliate Adviser or other Related Funds. The investment policies, fee arrangements, carried interest, investments owned by personnel of an Adviser or the other Affiliate Advisers with respect to a Fund, and other circumstances of the Fund, may vary from those with respect to other Related Funds. The potential for higher carried interest rates (including varying effective rates based on the past performance of a Related Fund) creates an incentive for Affiliate Advisers to disproportionately allocate time, services or functions to Related Funds paying carried interest at a higher rate, or allocate investment opportunities to such Related Funds or to any Related Fund that presents conflicts of interest for other reasons. To the extent the General Partner of a Fund determines that it is desirable for all or any portion of an investment opportunity to be purchased by third parties, including, Limited Partners, strategic partners, other investors or such persons acting as finders or brokers of transactions, such opportunity need not be made available to the Related Fund. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. Each Adviser also reserves the right to make independent decisions regarding recommendations of when an applicable Fund should purchase and sell investments, and the other Affiliate Advisers reserve similar rights with respect to the Related Funds that they advise. As a result, a Fund may be purchasing an investment at a time when another Related Fund is selling the same or a similar investment, or vice versa. A Fund may invest in opportunities that another Related Fund has declined, and likewise, such Fund may decline to invest in opportunities in which another Related Fund has invested. These positions and actions may adversely impact, or in some instances may benefit, certain of the Related Funds. In particular, a Related Fund that co-invests with a Fund may have different investment objectives or a different structure than a Fund, including providing its limited partners with liquidity. Such Related Funds may need to exit their investments before such Fund in connection with limited partner redemptions or otherwise, which may have an adverse effect on such Fund’s continuing investment in such portfolio company by putting downward pressure on the value of such Fund’s interest, which such Fund has opted to hold longer term. The other Related Funds are under no obligation to act in a way that furthers or protects t please register to get more info

Trading
Code of Ethics
Each Adviser has adopted a Code of Ethics Policy for its employees. The policy describes employees standard of conduct and fiduciary duties and limits personal trading by its employees and their immediate family/household members in a wide range of securities, including common and preferred stock, debt instruments, securities that are convertible or exchangeable for equity or debt securities, and derivative instruments. Employees must report every account that they or their immediate family member use for trading securities covered by the policy and, if they directly or indirectly influence or control trading in the account, they must generally pre-clear covered securities transactions and have copies of trade confirmations and periodic account statements sent by their broker to the compliance department. Controlled trading by employees and their immediate family/household members is prohibited in a wide range of securities that appear on restricted lists and confidential watch lists, and additional steps are taken to ensure that employees and their immediate family/household members are not permitted to trade for their personal account in securities selected for the Funds and to ensure employees do not engage in “front- running” of the Funds’ investment opportunities. Employees are required to promptly report any violation of the Code of Ethics Policy of which they become aware. Employees are required to annually certify compliance with the Code of Ethics Policy. A detailed summary of the Code of Ethics is available to limited partners and prospective limited partners during the investment due diligence process. A copy of may be obtained by contacting the applicable Adviser’s compliance department.
Related Person Investment
For further detail regarding circumstances in which an Adviser or a related person (a) recommends to clients, or buys or sells for client accounts, securities in which an Adviser or a related person has a material financial interest, (b) invests in the same securities that an Adviser or a related person recommends to clients, or (c) recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that an Adviser or a related person buys or sells the same securities for an Adviser’s own (or the related person’s own) account, as well as related conflicts of interest, please see “Code of Ethics” and Item 10 above. In addition, an Adviser’s personnel may buy securities in transactions offered to but rejected by the applicable Funds. Such transactions are subject to the policies and procedures set forth in the applicable Adviser’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Funds. If an Adviser’s personnel have made large capital investments in or alongside the Funds they may have conflicting interests with respect to these investments. For further details regarding these arrangements, as well as related conflicts of interest, please see Item 10 above. please register to get more info

As the Funds primarily make private equity investments, the Advisers anticipate that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, etc.). However, to meet its fiduciary duties to the applicable Funds, each Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. For each of the Funds, the applicable Adviser has, subject to the direction of such Fund’s General Partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the applicable Adviser will seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the applicable Adviser takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. To the extent they aggregate orders for purchase and sale, the applicable Adviser will aggregate such orders as it deems appropriate and in accordance with each Fund’s documents and in the best interest of each Fund. please register to get more info

Oversight and Monitoring
The portfolio investments of the Funds are generally private, illiquid and long-term in nature, and accordingly, the applicable Adviser’s review of them is not directed towards a short-term decision to dispose of securities. However, the portfolio investments of each Fund are continuously reviewed by a team of investment professionals. The team generally includes Managing Directors and other investment professionals of the applicable Adviser. The applicable Adviser closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies.
Reporting
Investors in the Funds will typically receive, among other things, a copy of audited financial statements of the relevant Fund. Bain Capital Double Impact will also distribute reports regarding the social and environmental impact of each investment and of the relevant Bain Capital Double Impact Fund on an annual basis. In addition, investors in each Fund will typically receive unaudited quarterly summary financial information regarding such Fund following the end of each financial quarter. The applicable Adviser typically provides information regarding the calculation of valuation to the advisory board of the applicable Fund on an annual basis and certain information is made available to investors upon request. Investors in the Funds also receive regular reporting updates through quarterly letters, investor meetings and other materials provided on the investor website. The applicable Adviser and the applicable General Partner, if any, may from time to time, in their sole discretion, provide additional information upon request relating to such Fund to one or more investors in such Fund as they deem appropriate. please register to get more info

For details regarding economic benefits provided to the Advisers by non-clients, including a description of related conflicts of interest, please see Item 10 above. In addition, the Advisers and their related persons may, in certain instances, receive discounts on products and services provided by the Funds’ portfolio companies. please register to get more info

The Advisers have determined that they have custody of Fund assets for purposes of the Advisors Act as the Advisers are related persons of the General Partner of each such Fund. It is the policy of the Advisers to comply with the Advisers Act requirements in respect of the assets of any such Fund. The Advisers will conduct all business operations in such a way that it will not physically hold Fund’s securities or funds; instead, assets of such Fund will be preserved in the safekeeping of qualified custodians. In addition, custodial banks maintaining Fund assets send statements to an independent representative who compares the account statement received from the custodial bank to the account statements the Advisers delivers to investors. In accordance with SEC guidance, with respect to certain investments in privately offered securities, a specified custodian may hold only documentation relating to or referencing such investments but not the actual investment itself, and/or investments of a Fund may not be registered in the name of the custodian. Consequently, the custodian may not have control over the disposition of such investments, or the ability to direct delivery of sale proceeds or other distributions from such investments to the custodian. Further, for such investments, the custodian may not have the ability to validate or reconcile ownership of the investment with any third party, including the issuer. please register to get more info

The Advisers provide investment advisory services to the applicable Funds pursuant to the Advisory Agreements. Investment advice is provided by an Adviser directly to the applicable Funds, subject to the direction and control of the affiliated General Partner of such Fund and not individually to the investors in the Funds. Any restrictions on investments in certain types of securities are established by the General Partner of the applicable Fund, and are set forth in the documentation received by each limited partner prior to investment in such Fund. please register to get more info

Funds are not able to direct the vote of their General Partner. The General Partners intend to vote proxies or similar corporate actions in the best interests of the applicable Fund, taking into account such factors as its deems relevant in its sole discretion. An Adviser’s proxy voting policy is designed to ensure that if a material conflict of interest is identified in connection with a particular proxy vote, that the vote is not improperly influenced by the conflict. A detailed summary of each Adviser’s proxy voting policies and procedures are available to limited partners and prospective limited partners during the investment due diligence process. A copy of the proxy voting policies and procedures may be obtained by contacting the applicable Adviser’s compliance department. Existing clients may obtain copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund, and copies of proxy voting policies and procedures upon written request to: Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, MA 02116. please register to get more info

Item 18 is not applicable to the Advisers.
Item 19. Requirements for State-Registered Advisers
Item 19 is not applicable to the Advisers. please register to get more info