UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Item 1

Security and Issuer

This statement relates to the Common Stock, $.01 par value (the “Common Stock”), of Aftermarket Technology Corp., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 1 Oak Hill Center, Suite 400, Westmont, IL  60559.

Item 2.

Identity and Background

This Schedule 13D is being filed by:

1)                   Aurora Equity Partners L.P. (“AEP”), is a Delaware limited partnership which principal business is that of a private investment partnership located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  The general partner of AEP is ACP (defined below), whose general partner is AAI (defined below).

2)                   Aurora Capital Partners L.P. (“ACP”), is a Delaware limited partnership which principal business is that of general partner of AEP located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  The general partner of ACP is AAI.  The limited partners of ACP are Messrs. Richard R. Crowell (“Crowell”), Gerald L. Parsky (“Parsky”), and Richard K. Roeder (“Roeder”).

3)                   Aurora Advisors, Inc. (“AAI”), is a Delaware corporation which principal business is that of general partner of ACP located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Crowell, Parsky and Roeder are the sole stockholders and directors of AAI.  For information with respect to the identity and principal occupation of each executive officer of AAI, see Schedule A attached hereto and incorporated by reference herein.

4)                   Aurora Overseas Equity Partners I, L.P. (“AOEP”), is a Cayman Islands exempted limited partnership which principal business is that of a private investment partnership located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  AEP and AOEP are hereinafter referred to as the “Aurora Partnerships.”  The general partner of AOEP is AOCP (defined below), whose general partner is AOAL (defined below).

5)                   Aurora Overseas Capital Partners L.P. (“AOCP”), is a Cayman Islands exempted limited partnership which principal business is that of general partner of AOEP located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  The general partner of AOCP is AOAL.  The limited partners of AOCP are Crowell, Parsky and Roeder.

6)                   Aurora Overseas Advisors, Ltd. (“AOAL”), is a Cayman Islands exempted company which principal business is that of general partner of AOCP located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  Crowell, Parsky and Roeder are the sole stockholders and directors of AOAL.  AOAL has no executive officers.

7)                   Richard R. Crowell (“Crowell”), is a United States citizen whose primary occupation is as a managing director of the investment firm Aurora Capital

Group (“ACG”) located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Crowell, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

8)                   Gerald L. Parsky (“Parsky”), is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Parsky, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

9)                   Richard K. Roeder (“Roeder”), is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Roeder, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

10)             Trustees of General Electric Pension Trust (“GEPT”), a New York common law trust which principal business is as a pension trust organized for the benefit of certain employees of General Electric Company located at its principal business and office address c/o GE Asset Management Incorporated, 3003 Summer Street, Stamford, CT 06905, Attn:  Michael Pastore, Esq.  With limited exceptions, GEPT has irrevocably agreed to vote all shares held by it in such manner as the Aurora Partnerships shall determine, to such extent as its fiduciary duties under the Employee Retirement Income Security Act of 1974 shall allow.  This provision terminates upon the transfer of such shares.  GEPT’s investment manager is GEAM (defined below).

11)             GE Asset Management Incorporated (“GEAM”), is a Delaware corporation and a wholly owned subsidiary of General Electric Company which principal business is a registered investment advisor located at its principal business and office address of 3003 Summer Street, Stamford, CT 06905, Attn:  Michael Pastore, Esq.  GEAM acts as investment manager to GEPT and thus shares in GEPT’s voting and dispositive power.  See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GEAM.

12)             General Electric Company (“GE”), is a New York corporation which principal business is a diversified manufacturing and financial corporation located at its principal business and office address of 3135 Easton Turnpike, Fairfield, CT 06431.  GEAM is a wholly owned subsidiary of GE and GE reports whenever GEAM reports, although it disclaims beneficial ownership of any and all shares held by GEPT.  GEPT, GEAM and GE are hereinafter referred to as the “GE Entities.”  See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GE.

Each of the above individuals and entities enumerated in items 1-12 are collectively referred to herein as the “Reporting Persons.”  Each Reporting Person disclaims

responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons.

During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules A or B has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules A and B are United States citizens, except that Claudio X. Gonzalez, Director of GE, is a citizen of Mexico, Andrea Jung, Director of GE, is a citizen of Canada, Yoshiaki Fujimori, officer of GE, is a citizen of Japan, and Ferdinando Beccalli, officer of GE, is a citizen of Italy.

Certain stockholders of the Issuer have granted to the Aurora Partnerships an irrevocable proxy pursuant to which the Aurora Partnerships can vote the shares subject to the proxy in such manner as the Aurora Partnerships shall determine in their respective sole and absolute discretion.  In addition, with limited exceptions, GEPT has irrevocably agreed to vote all shares held by it in such manner as the Aurora Partnerships shall determine, to such extent as its fiduciary duties under the Employee Retirement Income Security Act of 1974 shall allow.  See Item 6 (“Stockholders Agreement”) for additional information concerning the terms of the irrevocable proxy and GEPT’s agreement.

Item 3.

Source and Amount of Funds or Other Consideration

None of the Reporting Persons is making any purchase or other acquisition of the Common Stock at this time.  None of the Reporting Persons has purchased or otherwise acquired any Common Stock not previously reported.

Item 4.

Purpose of Transaction

The Reporting Persons may decide to increase or decrease their investment in the Issuer by acquiring or disposing of shares of Common Stock depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.

Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans).

Item 5.

Interest in Securities of the Issuer

(a) and (b)

As of February 10, 2004, AEP, ACP and AAI may be deemed to beneficially own 7,340,478 shares of Common Stock, representing approximately 35.7% of the total outstanding shares of Common Stock (based on 20,550,357 shares of the Issuer’s Common Stock outstanding).  AEP, ACP and AAI have sole voting and dispositive power with respect to 5,409,939 shares of Common Stock; have shared voting power with respect to 1,930,539 shares of Common Stock and do not have shared dispositive power with respect to any shares of Common Stock.

As of the same date, AOEP, AOCP and AOAL may be deemed to beneficially own 2,794,217 shares of Common Stock, representing approximately 13.6% of the total outstanding shares of Common Stock.  AOEP, AOCP and AOAL have sole voting and dispositive power with respect to 863,678 shares of Common Stock and shared voting power with respect to 1,930,539 shares of Common Stock.

Of the 1,930,539 shares for which AEP, AOEP, ACP, AOCP, AAI and AOAL have shared voting power, 1,397,165 shares are owned by GEPT and 533,374 shares are subject to an irrevocable proxy granted to AEP and AOEP by certain holders of Common Stock, including Crowell, Parsky and Roeder.  The proxy terminates upon the transfer of such shares.

As of the same date, Messrs. Crowell, Parsky and Roeder may be deemed to each beneficially own 8,204,156 shares of Common Stock, representing approximately 39.9% of the total outstanding shares of Common Stock.  Messrs. Crowell, Parsky and Roeder have shared voting power with respect to 8,204,156 shares of Common Stock and shared dispositive power with respect to 6,273,617 shares of Common Stock, and sole dispositive power with respect to 9,148, 15,000 and 0 shares of Common Stock, respectively.  Of the 8,204,156 shares for which Crowell, Parsky and Roeder have shared voting power, 5,409,939 shares are owned by AEP, 863,678 shares are owned by AOEP, 1,397,165 shares are owned by GEPT and 533,374 shares are subject to an irrevocable proxy granted to AEP and AOEP by certain holders of Common Stock, including Crowell, Parsky and Roeder.  The proxy terminates upon the transfer of such shares.  Of the 6,273,617 shares for which Crowell, Parsky and Roeder have shared dispositive power, 5,409,939 shares are owned by AEP and 863,678 shares are owned by AOEP.

As of the same date, Mr. Frederick J. Elsea, III, Chief Financial Officer of AAI and ACP, may be deemed to beneficially own 9,226 shares of Common Stock, representing less than 1% of the total outstanding shares of Common Stock.  Mr. Elsea has sole dispositive power and shared voting power with respect to the 9,226 shares of Common Stock.  The 9,226 shares of Common Stock for which Mr. Elsea has shared voting power are subject to an irrevocable proxy granted to AEP and AOEP.

As of the same date, GEPT and GEAM may be deemed to beneficially own 1,397,165 shares of Common Stock, representing approximately 6.8% of the total outstanding shares of Common Stock.  GEPT and GEAM have shared voting and dispositive power with respect to 1,397,165 shares of Common Stock.  GE disclaims beneficial ownership of any and all shares held by GEPT.

(c)

On December 16, 2003, the Issuer filed a Schedule TO with the Commission (the “Schedule TO”) disclosing its offer to purchase up to 2,638,500 shares, or such lesser number of shares as are properly tendered, of its Common Stock, at a price not greater than $15.75 nor less than $13.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares.  Issuer’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, originally filed with the Schedule TO, as such terms and conditions were amended and supplemented on January 6, 2004, January 21, 2004, January 27, 2004 and January 28, 2004 (together, the “Tender Offer”).

The Tender Offer also disclosed that pursuant to a Stock Purchase Agreement entered into on December 15, 2003 (the “Stock Purchase Agreement”), Issuer agreed to purchase an aggregate of 1,169,409 shares of its Common Stock from the Aurora Partnerships at the final tender offer purchase price on the eleventh business day following the date of the last payment made in respect of shares tendered and accepted in the Tender Offer.  On January 27, 2004, Issuer announced that based on the final count of its depositary, American Stock Transfer and

Trust Company, Issuer had accepted for purchase 2,638,500 shares of common stock at $15.75 per share.  As a result, on February 10, 2004, Issuer purchased 1,169,409 shares of its Common Stock from the Aurora Partnerships at the final tender offer price of $15.75.  The final allocations of shares purchased by Issuer were 1,008,418 shares of Common Stock from AEP and 160,991 from AOEP.  For additional information on the Tender Offer and the Stock Purchase Agreement, see the Schedule TO and the documents filed as exhibits thereto filed with the SEC on December 16, 2003, as amended and supplemented on January 6, 2004, January 21, 2004, January 27, 2004 and January 28, 2004, each of which is incorporated by reference herein.

In addition, Roeder disposed of 1,000 shares of Common Stock through a bona fide gift to charity on January 21, 2004.

(d)

The right to receive distributions, and proceeds from the sale of the 5,409,939 and 863,678 shares of Common Stock held of record by AEP and AOEP, respectively, is governed by their respective limited partnership agreements, and such distributions or proceeds may be made with respect to the general and limited partnership interests in AEP and AOEP.

(e)  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stockholders Agreement.  AEP, AOEP, GEPT and Messrs. Crowell, Parsky and Roeder are parties to that certain Stockholders Agreement, dated August 2, 1994, among Aftermarket Technology Holdings Corp. (the predecessor-in-interest to the Issuer), and certain of its stockholders, optionholders and warrant holders (as amended to date, the “Stockholders Agreement”).  Under the Stockholders Agreement, certain stockholders of the Issuer have granted to the Aurora Partnerships an irrevocable proxy pursuant to which the Aurora Partnerships can vote the shares subject to the proxy in such manner as the Aurora Partnerships shall determine in their respective sole and absolute discretion.  The aggregate number of shares subject to such irrevocable proxy is 533,374 shares as of February 10, 2004, or 2.6% of the total outstanding shares of Common Stock.  Each proxy terminates upon the earlier to occur of the transfer of the subject shares or July 31, 2004.  In addition, with limited exceptions, GEPT has irrevocably agreed to vote all shares held by it in such manner as the Aurora Partnerships shall determine, to such extent as its fiduciary duties under the Employee Retirement Income Security Act of 1974 shall allow.  This provision terminates upon the transfer of such shares.  GEPT may be deemed to beneficially own 1,397,165 shares of Common Stock, representing approximately 6.8% of the total outstanding shares of Common Stock.  Finally, the parties to the Stockholders Agreement have agreed to provide the Issuer with written notice prior to any proposed transfer of their shares of Common Stock.

The Stockholders Agreement also provides that if, after the Aurora Partnerships distribute their shares of Common Stock to their limited partners, any such limited partner holds 10% or more of the outstanding Common Stock, such limited partner (the “Demand Holder”) will have the right to require the Issuer to use its best efforts to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the Demand Holder’s shares in an underwritten offering.  If following such offering the Demand Holder still holds 10% or more of the outstanding Common Stock, the Demand Holder will have one additional “demand” registration right.

The Issuer will bear all expenses incident to any registration effected pursuant to the Stockholders Agreement, including the fees and expenses of a single counsel retained by the

selling stockholders; however, each selling stockholder will be responsible for the underwriting discounts and commissions and transfer taxes in connection with shares sold by such stockholder.  Each selling stockholder and the underwriters through whom shares are sold on behalf of a selling stockholder will be entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.

In connection with a December 1996 private placement to GEPT, the Issuer granted a “demand” registration right to GEPT.  Such registration right covers the 955,794 shares issued in the private placement as well as 300,000 shares of Common Stock owned by GEPT prior to the private placement.  Pursuant to this registration right, GEPT may, subject to certain limitations, require the Issuer to use its best efforts to file a registration statement under the Securities Act covering the resale of such shares of Common Stock.  In addition, GEPT was granted a “piggyback” registration right to include such shares on a pro rata basis in any registration effected for the account of any person exercising a contractual “demand” registration right granted by the Issuer in the future.  All fees, costs and expenses of such registration (other than underwriting discounts and commissions) will be borne by the Issuer.  GEPT and any underwriters through whom shares are sold on behalf of GEPT will be entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.  GEPT’s registration rights have been exercisable since December 20, 1999.

The foregoing summary of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is included as an exhibit hereto and incorporated herein by reference.

Management Services Agreement.  The Issuer also pays to ACP a base annual management fee, currently set at approximately $330,000, for advisory and consulting services pursuant to a written management services agreement (the “Management Services Agreement”).  ACP is also entitled to reimbursements from the Issuer for all of its reasonable out-of-pocket costs and expenses incurred in connection with the performance of its obligations under the Management Services Agreement.  The base annual management fee is subject to increase, at the discretion of the disinterested members of the Issuer’s Board of Directors, by up to an aggregate of $250,000 in the event the Issuer consummates one or more significant corporate transactions.  The base annual management fee has not been increased as a result of any of the Issuer’s acquisitions.  The base annual management fee is also subject to increase for specified cost of living increases although no such adjustment has been made in the last three years.  If the Issuer’s EBITDA in any year exceeds management’s budgeted EBITDA by 15.0% or more for that year, ACP will be entitled to receive an additional management fee equal to one half of its base annual management fee for such year.  Because the Issuer’s EBITDA did not exceed management’s budgeted EBITDA by 15.0% in 2003, ACP did not receive this additional management fee in 2003.  In the event the Issuer consummates any significant acquisitions or dispositions, ACP will be entitled to receive a closing fee from the Issuer equal to 2.0% of the first $75.0 million of the acquisition consideration (including debt assumed and current assets retained) and 1.0% of acquisition consideration (including debt assumed and current assets retained) in excess of $75.0 million.

Notwithstanding the foregoing, no payment will be made to ACP pursuant to the Management Services Agreement at any time that certain events of default shall have occurred and be then continuing under the Issuer’s bank credit facility.  The Management Services Agreement also provides that the Issuer shall provide ACP and its directors, employees, partners and affiliates with customary indemnification against all actions not involving gross negligence or willful misconduct.

The base annual management fee payable to ACP will be reduced as the collective beneficial ownership of Common Stock by the Aurora Partnerships declines below 50% as follows:  for any period during which the collective beneficial ownership of the Aurora

Partnerships is less than 50% but at least 40%, the base annual management fee payable for the period will be 80% of the original base annual management fee (as such original base annual management fee may previously have been adjusted due to discretionary increases by the Board of Directors or cost of living increases as described above, the “Original Fee”); for any period during which the Aurora Partnerships’ collective beneficial ownership is less than 40% but at least 30%, the base annual management fee payable for the period will be 60% of the Original Fee; and for any period during which the collective beneficial ownership of the Aurora Partnerships is less than 30% but at least 20%, the base annual management fee payable for the period will be 40% of the Original Fee.  At the beginning of 2002 the annual management fee was $550,000 but was reduced to $330,000 in September 2002 when the Aurora Partnerships’ collective beneficial ownership declined from approximately 66% to approximately 40% upon the completion of a secondary public offering in which the partnerships, GEPT and holders of shares subject to the Aurora Proxy sold an aggregate of 3.94 million shares.  If the Aurora Partnerships’ collective beneficial ownership declines below 20%, the Management Services Agreement will terminate.  Effective May 1, 1998, the Management Services Agreement was assigned by ACP to Aurora Management Partners LLC, a Delaware limited liability company.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1                        Stockholders Agreement, dated as of August 2, 1994, among Aftermarket Technology Holdings Corp. (the predecessor-in-interest to the Issuer), and certain of its stockholders, optionholders and warrant holders (the Stockholders Agreement) (previously filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-4 filed on November 30, 1994, Commission File No. 33-86838, and incorporated herein by this reference)

Exhibit 2                        Amendment No. 1 to the Stockholders Agreement, dated as of June 24, 1996 (previously filed as Exhibit 10.38 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

Exhibit 3                        Amendment No. 2 to the Stockholders Agreement, dated as of October 24, 1996 (previously filed as Exhibit 10.39 to Amendment No.  2 to the Issuer’s Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

Exhibit 4                        Amendment No. 3 to Stockholders Agreement, dated as of December 4, 1996 (previously filed as Exhibit 10.4 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference)

Exhibit 5                        Amendment No. 4 to Stockholders Agreement, dated as of December 16, 1996 (previously filed as Exhibit 10.5 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference)

Exhibit 6                        Amended and Restated Management Services Agreement, dated as of November 18, 1996, by and among the Issuer, the Issuer’s subsidiaries, and Aurora Capital Partners L.P. (previously filed as Exhibit 10.4 to Amendment No. 4 to the Issuer’s Registration Statement on Form S-1 filed on October 25, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

Exhibit 7                        Joint Filing Agreement by and among AEP, AOEP, ACP, AOCP, AAI, AOAL, Crowell, Parsky, Roeder, GEPT, GEAM and GE, dated

September 20, 1999 (previously filed as Exhibit 7 to Amendment No. 2 to the Issuer’s Schedule 13D filed September 20, 1999, and incorporated herein by this reference)

Exhibit 8                        Stock Purchase Agreement by and among the Company, AEP and AOEP, dated as of December 15, 2003 )(previously filed as Exhibit d(1) to the Issuer’s Schedule TO filed December 16, 2003, and incorporated herein by this reference)

AURORA EQUITY PARTNERS L.P.

By:

Aurora Capital Partners L.P.,
its general partner

By:

Aurora Advisors, Inc.,
its general partner

By:

/s/ Richard K. Roeder

February 18, 2004

Richard K. Roeder, Vice President

AURORA OVERSEAS EQUITY PARTNERS I, L.P.

By:

Aurora Overseas Capital Partners L.P.,
its general partner

By:

Aurora Overseas Advisors, Ltd.,
its general partner

By:

/s/ Richard K. Roeder

February 18, 2004

Richard K. Roeder, Director

AURORA CAPITAL PARTNERS L.P.

By:

Aurora Advisors, Inc.,
its general partner

February 18, 2004

By:

/s/ Richard K. Roeder

Richard K. Roeder, Vice President

AURORA OVERSEAS CAPITAL PARTNERS L.P.

By:

Aurora Overseas Advisors, Ltd.,
its general partner

By:

/s/ Richard K. Roeder

February 18, 2004

Richard K. Roeder, Director

AURORA ADVISORS, INC.

February 18, 2004

By:

/s/ Richard K. Roeder

Richard K. Roeder, Vice President

AURORA OVERSEAS ADVISORS, LTD.

By:

/s/ Richard K. Roeder

February 18, 2004

Richard K. Roeder, Director

/s/ Richard R. Crowell

February 18, 2004

RICHARD R. CROWELL

/s/ Richard K. Roeder

February 18, 2004

RICHARD K. ROEDER

/s/ Gerald L. Parsky

February 18, 2004

GERALD L. PARSKY

GENERAL ELECTRIC PENSION TRUST

By:

GE Asset Management Incorporated,
its Investment Manager

By:

/s/ Michael M. Pastore

February 18, 2004

Michael M. Pastore, Vice President

GE ASSET MANAGEMENT INCORPORATED

By:

/s/ Michael M. Pastore

February 18, 2004

Michael M. Pastore, Vice President

GENERAL ELECTRIC COMPANY

By:

/s/ John H. Myers

February 18, 2004

John H. Myers, Vice President

OFFICERS

POSITION(S)

Gerald L. Parsky

Chairman of the Board and managing director of AAI

Richard K. Roeder

Vice President and Assistant Secretary and managing director of AAI

Richard R. Crowell

President and Secretary and managing director of AAI

Frederick J. Elsea, III

Chief Financial Officer and Chief Financial Officer of AAI

John H. Myers

President and Chief Executive Officer

Eugene K. Bolton

Executive Vice President – Domestic Equity Investments

Michael J. Cosgrove

Executive Vice President – Sales and Marketing

Ralph R. Layman

Executive Vice President – International Equity Investments

Alan M. Lewis

Executive Vice President – General Counsel and Secretary

Robert A. MacDougall

Executive Vice President – Fixed Income

Geoffrey R. Norman

Executive Vice President – Marketing

Donald W. Torey

Executive Vice President – Real Estate and Private Equities

John J. Walker

Executive Vice President – Chief Financial Officer

William R. Wright

Executive Vice President – GE Insurance

Anthony J. Sirabella

Senior Vice President – Chief Information Officer

Pamela K. Halligan

Vice President – Human Resources

William F. Ruoff, III

Vice President – Quality Senior

Greg O. Bouleris

Vice President – Strategic Operations

Stephen N. DeVos

Senior Vice President – Fixed Income

Kathryn Karlic

Senior Vice President – Fixed Income

Thomas M. Powers

Senior Vice President – GE Insurance

Paul M. Colonna

Senior Vice President – Fixed Income

William M. Healey

Senior Vice President – Fixed Income

Mark R. Delaney

Senior Vice President – Fixed Income

Gregory B. Hartch

Senior Vice President – Fixed Income

Kathleen S. Brooks

Vice President – Fixed Income

Vita-Marie Pike

Vice President – Fixed Income

Eric H. Gould Craig

Vice President – Fixed Income

M. Enright

Vice President – Fixed Income

Paul Gerard

Vice President – Fixed Income

Brad G. Postema

Vice President – Fixed Income

Cindy J. Heidel

Vice President – Fixed Income

Alfredo Chang

Vice President – Fixed Income

John W. Deaton

Vice President—Fixed Income

Frederick W. Jackson

Vice President—Fixed Income

Mark H. Johnson

Vice President—Fixed Income

Walter A. Neeves

Vice President—Fixed Income

Lora J. Simon

Vice President—Fixed Income

David A. Tiberii

Vice President—Fixed Income

Don J. Duncan

Vice President – Money Market Investments

Michael J. Caufield

Senior Vice President – Fixed Income

Craig M. Varrelman

Vice President – Fixed Income Product Manager

Susan M. Courtney

Vice President – Fixed Income

Stella V. Lou DeLucia

Vice President – Fixed Income

Brian Hopkinson

Senior Vice President – International Equity Portfolios

Daizo Motoyoshi

Senior Vice President – International Equity Portfolios

Jonathan L. Passmore

Senior Vice President – International Equity Portfolios

Michael J. Solecki

Senior Vice President – International Equity Portfolios

Judith A. Studer

Senior Vice President – International Equity Portfolios

T. Brent Jones

Vice President – International Equity Portfolios

Peter Gillespie

Vice President – International Equity Portfolios

Christian Langevin

Vice President – International Equity Portfolios

Paul Nestro

Vice President – International Equity Portfolios

Makoto F. Sumino

Vice President – International Equity Portfolios

Gail Snyder

Senior Vice President – GE Insurance

Deborah C. Towner

Senior Vice President – Real Estate

Philip A. Riordan

Senior Vice President – Real Estate

Jon M. Lucia

Senior Vice President – Fixed Income Private Placements

Morian C. Mooers

Vice President – Fixed Income Private Placements

Thomas D. Mockler

Vice President – Fixed Income

Robert McCorkle

Vice President – Fixed Income

John R. Endres

Vice President – Fixed Income Private Placements

Stephen R. De Motto

Vice President – Fixed Income Private Placements

Colin M. Elder

Vice President – Real Estate

Daniel J. Sheehan

Vice President – GE Insurance Risk

Curt Dawson

Vice President – Real Estate

B. Bradford Barrett

Vice President – Real Estate

Robert P. Gigliotti

Vice President – Real Estate

Gerald Karr

Vice President – Real Estate

James M. Mara

Senior Vice President – International Private Equities

Andreas T.  Hildebrand

Vice President – Private Equities

Patrick J. McNeela

Vice President – Private Equities

James Mitchell, Jr

Vice President – Private Equities

Paolo G. M. Simonato

Vice President—International Private Equities

David W. Wiederecht

Vice President – Private Equities

Christopher D. Brown

Senior Vice President – Equity Portfolios

David B. Carlson

Senior Vice President – Equity Portfolios

Damian J. Maroun

Senior Vice President – Equity Trading

Paul C. Reinhardt

Senior Vice President – Equity Portfolios

Nancy A. Ward

Senior Vice President – Equity Portfolios

Ralph E. Whitman

Senior Vice President – Equity Portfolios

Christopher W. Smith

Senior Vice President – Equity Investments

Richard L. Sanderson

Senior Vice President – Equity Research

Diane M. Wehner

Senior Vice President – Equity Portfolios

George A. Bicher

Vice President – Equity Investments

Clemence C. Garcia

Vice President – Equity Investments

Gerald L. Igou

Vice President – Equity Investments

Michael Isakov

Vice President – Equity Investments

Sandra J. O’Keefe

Vice President – Equity Investments

John H. Schaetzl

Vice President – Equity Investments

Christopher J. Sierakowski

Vice President – Equity Investments

Charles F. Stuart

Vice President – Equity Investments

Steven M. Fierstein

Vice President – Equity Investments

Thomas R. Lincoln

Vice President – Equity Investments

Anthony J. Mariani

Vice President – Equity Investments

Walter P. Ruane

Vice President – Equity Investments

Ravi K. Pamnani

Vice President – Equity Investments

Mary R. Stone

Vice President – Trade Operations

Ronald Gilbert

Senior Vice President – GE Insurance Risk

Gareth J. Davies

Vice President – Risk Management

Thomas R. Kinsley

Vice President – GE Insurance Finance

Sheri F. West

Vice President – Financial Planning & Analysis

Lowell E. Haims

Vice President – Controller

John F. Robbins

Vice President – Compliance

Jane E.  Hackney

Vice President – Equity Portfolio Management

Robert M. Jarnutowski

Vice President – Fixed Income Private Placements

Erica K. Evans

Vice President – Client Portfolio Management

Michael J. Tansley

Vice President – Finance Integration Quality

Christopher J. Costello

Vice President—Assoc. Gen. Counsel & Asst. Secretary

Diane S. Dix

Vice President – Assoc. Gen. Counsel Private Equities & Asst. Secretary

Leanne R. Dunn

Vice President – Assoc. Gen. Counsel Real Estate & Asst. Secretary

Jeanne M. La Porta

Vice President – Assoc. Gen. Counsel & Asst. Secretary

Patricia Merrill

Vice President—Assoc. Gen. Counsel & Asst. Secretary

Michael M. Pastore

Vice President – Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Sec.

Margarette Shim

Vice President—Assoc. Gen. Counsel & Asst. Secretary

Scott A. Silberstein

Vice President – Assoc. Gen. Counsel & Asst. Secretary

Matthew J. Simpson

Senior Vice President, Gen. Counsel–Investment Services & Asst. Secretary

David M. Maryles

Vice President – Tax Counsel

NAME

PRESENT PRINCIPAL OCCUPATION

Eugene K. Bolton

Executive Vice President of GEAM and Trustee of GEPT

Michael J. Cosgrove

Executive Vice President of GEAM and Trustee of GEPT

Pamela K. Halligan

Vice President – Human Resources of GEAM

William R. Wright

Executive Vice President – GE Insurance

Ralph R. Layman

Executive Vice President of GEAM and Trustee of GEPT

Alan M. Lewis

Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT

Robert A. MacDougall

Executive Vice President of GEAM and Trustee of GEPT

Geoffrey R. Norman

Executive Vice President of GEAM and Trustee of GEPT

Anthony J. Sirabella

Senior Vice President – Chief Information Officer of GEAM

Donald W. Torey

Executive Vice President of GEAM and Trustee of GEPT

John J. Walker

Executive Vice President – Chief Financial Officer of GEAM and Trustee of GEPT

NAME

PRESENT
BUSINESS ADDRESS

PRESENT
PRINCIPAL OCCUPATION

J.R. Immelt

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Chairman of the Board and
Chief Executive Officer

P.D. Ameen

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Vice President and Comptroller

F. Beccalli

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President -
GE Europe

C.T. Begley

General Electric Company
2901 East Lake Road
Erie, PA 16531

Vice President -
GE Transportation Systems

D.L. Calhoun

General Electric Company
1 Neumann Way
Cincinnati, OH 45215

Senior Vice President -
GE Aircraft Engines

J.P. Campbell

General Electric Company
Appliance Park
Louisville, KY 40225

Vice President-
GE Appliances

W.H. Cary

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Vice President -
Investor Communications

K.A. Cassidy

General Electric Company
201 High Ridge Road
Stamford, CT 06905-3417

Vice President and G.E. Treasurer

W.J. Conaty

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President -
Human Resources

D.D. Dammerman

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Vice Chairman of the Board
and Executive Officer,
General Electric Company;
Chairman, General Electric
Capital Services, Inc.

B.B. Denniston III

General Electric Company
3135 Easton Turnpike Fairfield, CT 06828

Vice President -
General Counsel

S.C. Donnelly

General Electric Company
One Research Circle
Niskayuna, NY 12309

Senior Vice President -
G.E. Global Research

S. Fitzsimons

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Vice President -
Corporate Financial Planning and
Analysis

M.D. Fraizer

General Electric Company
6620 W. Broad Street
Richmond, VA 23230

Senior Vice President -
GE Insurance

Y. Fujimori

General Electric Company
21 Mita 1-chome
Meguro-ku 3d Floor Alto
Tokyo, Japan 153-0062

Senior Vice President-
GE Asia

A.H. Harper

General Electric Company
260 Long Ridge Road
Stamford, CT 06927

Senior Vice President -
GE Equipment Management

B.W. Heineman, Jr.

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President -
Law and Public Affairs

J.M. Hogan

General Electric Company
P.O. Box 414
Milwaukee, WI 53201

Senior Vice President -
GE Medical Systems

R.A. Jeffe

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President -
Corporate Business Development

J. Krenicki, Jr.

General Electric Company
1 Plastics Avenue
Pittsfield, MA 01201

Senior Vice President -
GE Advanced Materials

M.A. Neal

General Electric Company
260 Long Ridge Road
Stamford, CT 06927

Senior Vice President -
GE Commercial Finance

D.R. Nissen

General Electric Company
201 High Ridge Road
Stamford, CT 06905-3417

Senior Vice President -
GE Consumer Finance

J.A. Parke

General Electric Company
260 Long Ridge Road
Stamford, CT 06927

Senior Vice President -
General Electric Company
Vice Chairman, GE Capital
Corporation

R.R. Pressman

General Electric Company
5200 Metcalf Avenue
Overland Park, KS 66201

Senior Vice President -
Employers Reinsurance
Corporation

G.M. Reiner

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President -
Chief Information Officer

J.G. Rice

General Electric Company
4200 Wildwood Parkway
Atlanta, GA 30339

Senior Vice President -
GE Power Systems

K.S. Sherin

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

Senior Vice President - Finance
and Chief Financial Officer

L.G. Trotter

General Electric Company
Appliance Park
Louisville, KY 40225

Senior Vice President -
GE Consumer and Industrial

W.A. Woodburn

General Electric Company
187 Danbury Road
Wilton, CT 06897

Senior Vice President-
GE Specialty Materials

R.C. Wright

National Broadcasting
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112

Vice Chairman of the Board
and Executive Officer,
General Electric Company;
Chairman and Chief Executive
Officer, National Broadcasting
Company, Inc.

NAME

PRESENT
BUSINESS ADDRESS

PRESENT
PRINCIPAL OCCUPATION

J.I. Cash, Jr.

General Electric Company

Former Professor of Business

3135 Easton Turnpike

Administration-Graduate

Fairfield, CT  06828

School of Business Administration,

Harvard University

D.D. Dammerman

General Electric Company

Vice Chairman of the Board

3135 Easton Turnpike

and Executive Officer,

Fairfield, CT 06828

General Electric Company;

Chairman, General Electric

Capital Services, Inc.

A.M. Fudge

Young & Rubicam, Inc.

Chairman and Chief Executive

285 Madison Avenue

Officer,

New York, NY 10017

Young & Rubicam, Inc.

C.X. Gonzalez

Kimberly-Clark de Mexico,

Chairman of the Board

S.A. de C.V.

and Chief Executive Officer,

Jose Luis Lagrange 103,

Kimberly-Clark de Mexico,

Tercero Piso

S.A. de C.V.

Colonia Los Morales

Mexico, D.F. 11510, Mexico

J.R. Immelt

General Electric Company

Chairman of the Board

3135 Easton Turnpike

and Chief Executive Officer,

Fairfield, CT 06828

General Electric Company

A. Jung

Avon Products, Inc.

Chairman of the Board and

1345 Avenue of the Americas

Chief Executive Officer,

New York, NY 10105

Avon Products, Inc.

A.G. Lafley

The Procter & Gamble Company

Chairman of the Board, President

1 Procter & Gamble Plaza

and Chief Executive

Cincinnati, OH 45202-3315

The Procter & Gamble Company

K.G. Langone

Invemed Associates, Inc.

Chairman, President and

375 Park Avenue

Chief Executive Officer,

New York, NY 10152

Invemed Associates, Inc.

R.S. Larsen

Johnson & Johnson

Former Chairman and Chief

100 Albany Street

Executive Officer

Suite 200

New Brunswick, NJ 08901

R.B. Lazarus

Ogilvy & Mather Worldwide

Chairman and Chief

309 West 49th Street

Executive Officer

New York, NY 10019-7316

S. Nunn

King & Spalding

Former Partner, King & Spalding

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

R.S. Penske

Penske Corporation

Chairman of the Board

2555 Telegraph Road

and President,

Bloomfield Hills, MI 48302-0954

Penske Corporation

A.C. Sigler

Champion International

Retired Chairman of the Board

Corporation

and CEO and former Director,