Quarter End Review June 2007

Bear Stearns Private Equity Limited
10 August 2007


RNS Regulatory Announcement


Bear Stearns Private Equity Limited ('BSPEL')

30 June 2007 Quarter End Review

Objective

To maximize capital appreciation for equity shareholders through the
construction of a diversified portfolio of global private equity limited
partnership interests while providing ZDP shareholders with a predetermined
final capital entitlement.

Launched - 30 June 2005

Company Summary
                           Equity Shares      Zero Dividend               Packaged Units
                                                Preference Shares
Net Asset Value ('NAV')       US$1.55                 47.81p                  US$2.51
per share
No. of shares in issue       290.03 mm               59.48 mm                    -
Currency of Quotation           US$                 £ Sterling              £ Sterling
Ticker                          BPLE                   BPLZ                    BPLU
Sedol                         B07V0H2                B07V0R2                  B07V102
ISIN                        GB00B07V0H27           GB00B07V0R25            GB00B07V1026
Market Makers                 Cazenove               ABN Amro             Collins Stewart
                          Collins Stewart            Cazenove                Dresdner
                              Dresdner           Collins Stewart             HSBC Bank
                             HSBC Bank               Dresdner
                                                    HSBC Bank
                                                   Winterflood

All figures as at 30 June 2007



Company Description

Bear Stearns Private Equity Limited ('BSPEL' or the 'Company') is a London Stock
Exchange-listed, Guernsey-registered, closed-end investment company which
primarily uses a fund-of-funds approach to gain exposure to the private equity
asset class.

The Company invests in private equity funds by acquiring limited partnership
interests in the secondary market and by making commitments to newly formed
private equity funds.  In addition, BSPEL makes direct investments in individual
companies by co-investing alongside individual private equity sponsors. The
Company diversifies its investments by manager, investment strategy, industry,
geography, asset class and vintage year.

The Company employs an enhanced cash management strategy for capital awaiting
investment in private equity assets, which may include investments in fixed
income instruments, money market accounts, bank deposits, bank loans, hedge
funds and other instruments.


The Company's capital structure consists of two classes of shares: Equity Shares
and Zero Dividend Preference ('ZDP') Shares. The Company aims to provide Equity
shareholders with geared exposure to a private equity fund portfolio and to
provide ZDP shareholders with a predetermined final capital entitlement
(although not guaranteed).

Manager's Comments

Equity NAV increased 30.3% for the year ended 30 June 2007.

Fourth Quarter Highlights

  • Significant Annual NAV Growth.  BSPEL's unaudited net asset value ('NAV')
    per Equity Share increased 30.3% to a record $1.55 for the fiscal year
    ending 30 June 2007.  The total represented a $0.36 increase over fiscal
    2006 NAV of $1.19 per share

  • Strong Quarterly Private Equity Performance.  For the quarter, the private
    equity portfolio increased 8.8%.  Due to the successful follow-on equity
    offering completed in April, the increased outstanding cash balance tempered
    NAV per share growth to a more moderate 3.3% (cash on hand following the
    offering represented 66% of total NAV).  The NAV of the ZDP Shares also rose
    during the quarter, increasing to 47.81p

  • Accelerated Investment Pace.  Overall, the Company has maintained a strong
    investment pace since the completion of the April equity offering, having
    committed approximately $117.6 million with $66.7 million in invested
    capital during the quarter

  • Further Investment Diversification.  The Company continues to diversify
    its global portfolio by manager, investment strategy, industry, geography,
    asset class and vintage year.  At the end of June, the underlying portfolio
    contained exposure to more than 900 companies worldwide across 67 private
    equity funds and 6 co-investments

Company Highlights

  • No Negative Quarter Since Inception.  With the most recent increase in
    NAV, the Company has continually provided positive returns on invested
    capital in each quarter since inception.  The Company's NAV has increased an
    aggregate 52% since inception in June 2005

  • Repositioned Private Equity Portfolio.  The Company continues to
    reposition the portfolio to take advantage of changing market conditions:
      • European Expansion.  For the second consecutive quarter, the Company
        has lowered its relative exposure in the U.S. with Europe now
        representing the largest geographical position in the private equity
        portfolio at 54% of total fund-level NAV
      • Special Situations.  The Company greatly expanded its position in the
        mezzanine and distressed private equity market in the quarter.
        Approximately 24% of BSPEL's portfolio is now represented by strategies
        that may benefit from a capital markets correction and the subsequent
        re-pricing of leveraged loans

  • Limited Large Cap Buyout Exposure.  The Company typically focuses on
    investing in lower middle market companies that require less aggregate debt
    financing; the Manager believes these companies will be less impacted by
    current debt market uncertainties

  • No Sub-prime Exposure.  BSPEL has no sub-prime mortgage exposure.  BSPEL
    has no direct exposure to the U.S. sub-prime mortgage market and to its
    knowledge, its private equity holdings have no indirect exposure to this
    market


Data as at 30 June 2007

Fund Level - Investment Strategy*

Special Situations                                        24%
Leveraged Buyout                                          53%
Venture Capital                                           15%
Real Estate                                               8%

Fund Level - Vintage Year*

        1997                       2.3%
        1998                       0.2%
        1999                       5.4%
        2000                      10.8%
        2001                      20.1%
        2002                       5.2%
        2003                       5.1%
        2005                      21.0%
        2006                      19.8%
        2007                      10.1%

Fund Level - Geography*

             US                        38%
           Europe                      54%
           Other                       8%


*The diversification charts are based on Net Asset Value as of 30 June 2007 and
use fund-level values.  In addition, they include 20 private equity fund
interests indirectly owned through the purchase of secondary interests in
Private Equity Access Fund II Ltd and BoS Mezzanine Partners Fund, L.P.

Leveraged Buyout category includes co-investments.
Source: Manager.

Company Level - Industry Diversification**

                                                   
Industrial                                                         23%
Media                                                              7%
Healthcare                                                         5%
Real Estate                                                        9%
Retail                                                             8%
Technology                                                         12%
Leisure & Gaming                                                   2%
Business Services                                                  6%
Communications                                                     5%
Consumer Goods                                                     12%
Energy                                                             7%
Financial Services                                                 4%


Company Level - Geography**


Europe                                                             57%
North America                                                      34%
Other                                                              9%



** The diversification charts above are based on Net Asset Value as of 30 June
2007 and use underlying company-level values. In addition, they include 20
private equity fund interests indirectly owned through the purchase of secondary
interests in Private Equity Access Fund II Ltd and BoS Mezzanine Partners Fund,
L.P.; BoS company-level exposure includes estimated pro rated fund-level
leverage

Source: Manager.


Investment Activity

During the quarter, the Company committed approximately $117.6 million to eleven
private equity and mezzanine funds and one co-investment.  A substantial portion
of committed capital was to secondary positions in European mezzanine private
equity funds.  In addition, the company continued to allocate most of its
investments to non-U.S. opportunities, particularly in Europe.

Secondary Commitments

The bulk of the assets invested in the quarter were secondary purchases,
reflecting BSPEL's continued emphasis on obtaining attractive, seasoned assets
with experienced private equity fund managers.  The Company acquired secondary
interests totalling $93.9 million in commitments, representing almost 80% of all
capital committed in the quarter.  The Company committed €58.5 million alongside
the Bank of Scotland to invest in a €233 million portfolio of eight seasoned
European private equity mezzanine funds.  The investment was 50% funded at
closing and was pre-arranged to coincide with the Company's April capital raise.
  In addition, the Company committed €10.1 million to Omega Fund III, L.P., a
fully-drawn Switzerland-based fund focused on healthcare venture capital
investments throughout Western Europe and the U.S.

Co-Investments

The Company made its sixth co-investment since inception, allocating Y675.4
million ($5.5 million) to Arysta LifeScience Corporation, a Tokyo-based company
and the tenth largest agrochemical company in the world by revenues.  Arysta
represented an opportunity to invest in a fast-growing, well-managed company at
an attractive valuation. The Company made the investment alongside Olympus
Capital Holdings Asia, a pan-Asian private equity fund manager.

Primary Commitments

BSPEL continues to make limited primary fund commitments.  The Company invested
$17.0 million in Avista Capital Partners, L.P., a 'funded primary' opportunity
targeting growth-oriented energy, healthcare and media companies.  BSPEL's only
other primary activity during the quarter was a €2.1 million commitment to
Wellington Partners Ventures III GMBH & CO.KG (B).  Consistent with the general
strategy of the Company, this commitment was made in combination with an earlier
secondary purchase in a previous fund managed by Wellington Partners.
Wellington focuses on lower middle market investments in the information
technology and life sciences sectors primarily in German-speaking Europe.

Market Outlook

With the potential of an extended credit crunch currently hanging over the debt
capital markets, the near-term outlook for private equity has been somewhat
altered.  The Company believes that its investment strategy continues to
position BSPEL to thrive in any market environment for a number of key reasons:

  • Emphasis on Diversification.  The Company is well-diversified by
    investment strategy, vintage year, fund manager and geography.  The
    underlying portfolio contains exposure to more than 900 companies worldwide
    through 67 funds and 6 co-investments

  • Secondary Strategy.  BSPEL believes that its secondary market investment
    strategy will benefit from an increase in distressed private equity sellers
    created by current debt capital market conditions

  • Focus on Value Investing.  BSPEL focuses on lower middle market companies
    whose returns are predicated more on operational improvements and less on
    debt market liquidity

  • Distressed and Special Situations Exposure.  With value investing as a
    cornerstone to BSPEL's strategy, a growing portion of the portfolio may
    benefit from a correction in the capital markets and the subsequent
    re-pricing of leveraged loans


Contacts - Investment Manager
Troy Duncan
US [phone]
[e-mail]

Rosemary DeRise
US [phone]
[e-mail]

Bear Stearns Asset Management Limited
Authorized and Regulated by FSA
45 Old Bond Street
London  W1S 4QT  UK

Bear Stearns Asset Management Inc.
237 Park Avenue, 7th Floor
New York, NY  10017  USA

BSPEL is managed by Bear Stearns Asset Management Inc. ('BSAM Inc.') and Bear
Stearns Asset Management Limited ('BSAM Ltd.'), each a wholly-owned subsidiary
of The Bear Stearns Companies Inc. BSAM Inc. currently manages private equity
portfolios that include over 150 separate private equity funds with total
commitments exceeding US $1.7 billion.

The Bear Stearns Companies Inc. is a publicly listed company on the New York
Stock Exchange under the symbol BSC. The Bear Stearns Companies Inc., through
its subsidiaries and affiliates, employs approximately 15,000 individuals and
has 19 offices worldwide.

The Bear Stearns Companies Inc. had approximately US $75.1 billion in total
capital as at 31 May 2007, making it the seventh largest securities firm in
terms of total capital.

Board of Directors
Chairman
Trevor Ash (Guernsey Resident)


Members
John Loudon (UK Resident)
Paul Adam Sanabria (US Resident)
Christopher Paul Spencer (Guernsey Resident)

All of whom may be contacted through
HSBC Private Banking Building
Rue du Pre
St. Peter Port
Guernsey  GY1 1LU


SECRETARY, ADMINISTRATOR AND
REGISTERED OFFICE
HSBC Management (Guernsey) Limited
HSBC Private Banking Building
Rue du Pre
St. Peter Port
Guernsey  GY1 1LU

AUDITOR
KPMG Channel Islands Limited
2 Grange Place
PO Box 235
St. Peter Port
Guernsey  GY1 4LD

SOLICITOR
Herbert Smith LLP
Exchange House
Primrose Street
London  EC2A 2HS  UK

REGISTRAR
Capita IRG (CI) Limited
1 Le Truchot, 2nd Floor
St. Peter Port
Guernsey  GY1 4AE


This document may only be issued to or passed on to persons to whom it may be
lawfully communicated pursuant to the Financial Services and Markets Act
(Financial Promotion) Order 2005, being intermediate investors and market
counter-parties and should not be used for the purpose of an offer or
solicitation in any jurisdiction or in any circumstances in which such offer or
solicitation is unlawful or unauthorized.  In addition, this document may not be
given to a U.S. citizen or resident who is not a 'Qualified Purchaser' within
the meaning of the U.S. securities laws.

This document is issued on behalf of BSPEL and has been approved by Bear Stearns
Asset Management Limited, which is Authorized and Regulated by the Financial
Services Authority ('FSA') in the United Kingdom.  The information in this
document is provided solely for information, does not constitute investment
advice or personal investment recommendations, and is neither an offer to buy or
sell, nor a solicitation to buy or sell, any investments or units or shares in
BSPEL.  To the extent that this document is issued in the United Kingdom, it is
being issued to persons who are intermediate customers or market counterparties
for the purposes of the FSA's rules.  Past performance is not necessarily a
guide to future performance.

Some information contained in this document may have been received from third
party or publicly available sources that we believe to be reliable.  We have not
verified any such information and assume no responsibility for the accuracy or
completeness thereof.  The information stated and opinions expressed constitute
best judgment at the time of publication, and are subject to change without
prior notification. The price of units or shares (and the income from them) can
go down as well as up and may be affected by changes in rates of exchange.  An
investor may not receive back the amount invested.  Current tax levels and
reliefs are liable to change and their value will depend on individual
circumstances.  The market prices of units and shares in BSPEL do not
necessarily reflect their underlying net asset value.

(c) 2007 Bear Stearns Asset Management Limited.  All rights reserved.  No
information in this document may be reproduced or distributed in whole or in
part without the express written prior consent of Bear Stearns Asset Management
Limited.


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