817473--3/14/2006--AMERICAN_CAPITAL_STRATEGIES

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{loan, real, estate}

{stock, price, share}

{debt, indebtedness, cash}

{tax, income, asset}

{stock, price, operating}

{provision, law, control}

{condition, economic, financial}

{interest, director, officer}

{competitive, industry, competition}

{acquisition, growth, future}

{regulation, change, law}

{capital, credit, financial}

{system, service, information}

{personnel, key, retain}

{control, financial, internal}

{investment, property, distribution}

We have a limited operating history upon which you can evaluate our business We make loans to and investments in middle market borrowers who may default on their loans or provide no return on our investments There is uncertainty regarding the value of our privately held securities We may not realize gains from our equity investments The lack of liquidity of our privately held securities may adversely affect our business We have invested in a limited number of portfolio companies We have limited public information regarding the companies in which we invest Our portfolio companies may be highly leveraged Our business is dependent on external financing We may incur additional debt that could increase your investment risks A change in interest rates may adversely affect our profitability An economic downturn could affect our operating results Our Debt Facilities impose certain limitations on us The occurrence of an event of default under our Debt Facilities could lead to termination of those facilities We may experience fluctuations in our quarterly results We may fail to continue to qualify for our pass-through tax treatment There is a risk that you may not receive dividends Our financial condition and results of operations will depend on our ability to manage effectively any future growth We are dependent upon our key management personnel for our future success We operate in a highly competitive market for investment opportunities Provisions of our Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws could deter takeover attempts Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations may adversely affect our business Our ability to invest in certain private companies may be limited We could face losses and potential liability if intrusions, viruses or similar disruptions to our technology jeopardize our confidential information or that of users of our technology Failure to deploy new capital may reduce our return on equity The market price of our common stock may fluctuate significantly Future sales of our common stock may negatively affect our stock price Our common stock may be difficult to resell Supplemental provisions contained in the forward sale agreements subject us to certain risks Our employee option plans may not be fully compliant

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817473--3/14/2006--AMERICAN_CAPITAL_STRATEGIES_LTD