Quarter End Review - Sept 07

Bear Stearns Private Equity Limited
08 November 2007


Bear Stearns Private Equity Limited ('BSPEL')
30 September 2007 Quarter End Review


Objective

To maximize capital growth for equity shareholders by investing primarily in
private equity limited partnership interests and to provide ZDP Shareholders
with a predetermined final capital entitlement (although not guaranteed).

Launched - 30 June 2005


Company Summary
                           Equity Shares      Zero Dividend               Packaged Units
                                                Preference Shares

Net Asset Value ('NAV')       US$1.65                 48.65p                  US$2.65
per share
No. of shares in issue       285.30 mm               59.47 mm                    -
Currency of Quotation           US$                 £ 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 September 2007


Company Description

Bear Stearns Private Equity Limited ('BSPEL' or the 'Company') is a
London-quoted, 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 making commitments to newly formed private
equity funds.  In addition, BSPEL makes direct investments in individual
companies by co-investing with individual private equity sponsors. The Company
diversifies its investments by manager, industry, geography, asset class, stage
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
fund-of-funds and other instruments.

The Company's capital structure consists of two classes of shares: Equity Shares
and Zero Dividend Preference Shares ('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

Performance Through 30 September 2007
NAV of the Equity Shares has grown 61.8% since BSPEL's inception on 30 June
2005.

The Company's unaudited net asset value ('NAV') per Equity Share increased from
$1.55 at the beginning of the quarter to $1.65 at the end of the quarter,
representing an increase in NAV of approximately 6.5% for the quarter.  The
growth over the audited 30 June 2007 NAV of $1.60 was 3.1%(1).  The unaudited
NAV of the ZDP Shares also rose during the quarter, improving from 47.81p per
share to 48.65p per share. BSPEL's strong investment pace resulted in capital
calls during the quarter of $36.2 million, which outweighed the $18.7 million of
distributions from fund investments received over the same period.



Through the period, BSPEL's investment portfolio continued to benefit from
healthy distribution activity and increases in the valuation of several limited
partnership interests.  The dollar's noticeable decline against the Euro and
Sterling also enhanced the quarterly performance, as 53.5% of BSPEL's
investments are held in non-US currencies.



Market uncertainty generated additional volatility in the Company's share price
during the period, but prices ultimately closed at a discount to NAV that is in
line with BSPEL's publicly traded peers. The Equity Shares closed at $1.45 per
share versus a quarter-end reported NAV of $1.55 per share.  The ZDP shares
ended the period trading at 47.75p per share versus a reported NAV of 48.58p per
share.

 (1) A fiscal year end audit resulted in the upward revaluation of several
private equity assets.  This increase generated additional value in the private
equity portfolio value and resulted in a Net Asset Value per equity share of
$1.60 as at 30 June 2007.



Data as at 30 September 2007


                                 Summary of Portfolio
                               as at 30 September 2007

                   Number of Funds                                   71
                    Buyout Funds                                     37
                    Venture Funds                                    14
                  Real Estate Funds                                  6
                 Special Situations                                  14
                     U.S. Funds                                      38
                   Non-U.S. Funds                                    33
                   Co-investments                                    7

 Source: Manager
 Fund total includes 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.


                        Balance Sheet Information
                         as at  30 September 2007
             Investments at Market Value                   US$323.9 mm
                    Bank Deposits                          US$197.0 mm
                   Net Asset Value                         US$528.7 mm

Source: Manager



Fund Level - Investment Strategy*
Leveraged Buyout                                         56.2%
Special Situations                                       25.9%
Venture Capital                                          12.5%
Real Estate                                              5.4%



Fund Level - Investment Type*
Secondary                                        64.7%
Co-Investments                                   15.6%
Funded Primary                                   11.1%
Primary                                          8.6%



Company Level - Vintage Year*
        1998                       0.4%
        1999                       1.0%
        2000                       8.5%
        2001                       2.6%
        2002                       4.2%
        2003                       8.3%
        2004                      13.1%
        2005                      25.7%
        2006                      26.4%
        2007                       9.8%



Company Level - Geography*
           Europe                     47.0%
       North America                  37.9%
            Asia                      10.8%
           Other                      4.3%



Company Level - Industry Diversification*
Industrial                                                        25.6%
Media                                                             14.5%
Consumer Goods                                                    10.6%
Technology                                                        9.0%
Energy                                                            7.4%
Real Estate                                                       7.3%
Healthcare                                                        6.4%
Retail                                                            5.8%
Business Services                                                 5.7%
Communications                                                    3.6%
Financial Services                                                3.0%
Leisure & Gaming                                                  1.1%

* The diversification charts are based on Net Asset Value as at 30 September
2007 and use underlying company-level and 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.; BoS company-level exposure includes estimated pro rated
fund-level leverage.
Leveraged Buyout category includes co-investments.

Source: Manager.





Investment Activity

During the quarter, the Company committed approximately $112.2 million to
interests in seven investments, including five private equity funds, one
co-investment, and one add-on to an existing fund investment.   Several of these
investments were highly invested at the time of purchase, resulting in $55.6
million drawn (49.5% of new commitments) at quarter end.



Secondary Commitments

The Company acquired secondary interests in two fund vehicles, representing
total commitments of approximately $23.9 million. The Company committed $12.4
million to Clearwater Capital Partners Fund I, L.P., a fund focused on Asian
private equity and debt instruments.  BSPEL previously invested in a similar
fund managed by Clearwater.  In addition, the Company acquired commitments of
approximately £5.4 million in Esprit Capital I Fund, a UK based venture capital
fund that invests across Europe.  BSPEL previously invested in this fund, and
secured the additional interest through a stapled transaction completed in
August 2007.



Co-Investments

The Company made one co-investment during the quarter, investing into one of
Germany's largest cable companies that primarily serves the urban market.  BSPEL
completed its €19.1 million investment through Hunter Acquisition Limited, which
acquired an interest in the cable company through a secondary purchase from an
existing investor.  BSPEL will syndicate out a portion of this investment in the
coming quarter and retain a €16.0 million position.



Primary Commitments

The Company made four primary commitments during the quarter, three of which
were 'funded primary' investments with significant amounts of capital already
drawn. BSPEL's funded primary investments consisted of a $25.0 million
commitment to Olympus Capital Asia III, L.P., a fund that invests in middle
market companies throughout Asia, and a $25.0 million commitment to AIG Highstar
Capital III Prism Fund, L.P., a fund that invests in infrastructure related
assets and businesses.  The Company's third funded primary commitment was $6.5
million to Gridiron Capital Fund, L.P., a fund that invests in smaller,
middle-market U.S. companies. In addition, the Company made a €5.0 million
primary commitment to Realza Capital Fondo FCR, a Spanish fund focused on small
to mid-sized buyout transactions in Spain.  These primary investments were
approximately 27% drawn at quarter end.





Market Commentary

The quarter ended 30 September proved to be an eventful one for private equity.
A credit crunch hindered large scale buyout financing and filtered through the
industry, causing many investors to reevaluate their current positions and
investment objectives.  The Managers believe that the recent market fluctuations
have generated strong deal flow in the secondary market as sellers are
increasingly impacted by liquidity issues or a desire to reduce private equity
exposure.  Against the backdrop of a market correction, BSPEL continued to focus
on opportunistic, value investing in a variety of industries and regions, and
produced its ninth consecutive quarter of  positive returns.



Bi-Annual Redemption Facility

On 10 August 2007, the Company announced that it had redeemed 3,597,890 Equity
Shares at a price of $1.55 per share and 3,375 Zero Dividend Preference Shares
at a price of 47.81p per share.  Following the redemption, BSPEL had 286,428,356
Equity Shares and 59,471,659 Zero Dividend Preference Shares in issue.

On a 12 October 2007 Board of Directors meeting, the Board accepted the
resignation of Mr. Paul Sanabria and appointed Mr. Troy Duncan as an executive
director of the Company.  Mr. Duncan, a US resident, is a Managing Director at
Bear Stearns Asset Management Inc.



Company Actions

Following a Board of Directors meeting, the Company enacted a share buyback
program.  From 17 August through 24 August, the Company cancelled 1,130,000
shares at a total cost of approximately $1.56 million.  Following the conclusion
of the buyback period, there were 285,298,356 Equity Shares outstanding.





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 of approximately US $1.8 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 $78.2 billion in total
capital as at 31 August 2007, making among the top ten largest US securities
firms in terms of total capital.



Board of Directors

Chairman
Trevor Ash (Guernsey Resident)

Members

John Loudon (UK Resident)
Troy Duncan (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 2000
(Financial Promotion) Order 2005, or otherwise only to professional clients and
eligible counterparties 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 professional clients or eligible 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.


END




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