Quarterly Review

Bear Stearns Private Equity Limited
17 January 2007

Bear Stearns Private Equity Limited ('BSPEL')

31 December 2006 Quarter End Review



Objective

To maximize capital growth for ordinary 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
                        Ordinary Share     Zero Dividend Preference Share  Packaged Units
Net Asset Value ('NAV') US$1.45            46.15p                          US$2.35
per share
No. of shares in issue  95.81 mm           59.48 mm                        -
Currency of Quotation   US$                £ 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 of 31 December 2006



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 31 December 2006

The Company's unaudited net asset value (NAV) per Equity Share rose from $1.27
at the beginning of the quarter to $1.45 at the end of the quarter.  This
represents an increase in NAV of approximately 14.2% for the quarter.  The
unaudited NAV of the ZDP Shares also rose during the quarter, improving from
45.34p per share to 46.15p per share.  Overall, private equity cash flows were
balanced as capital calls slightly outpaced distributions, approximately $11.7
mm and $10.6 mm, respectively.



The Company's investment portfolio continued to benefit from a combination of
distribution activity as well as uplifts in the valuation of many of the limited
partnership interests.  Other factors positively impacting the Equity Shares NAV
this quarter included the (i) increased size of the private equity portfolio as
a percentage of total assets, (ii) utilization of leverage provided by ZDP
shares, and (iii) appreciation of sterling and euros against the dollar.



The Company's Equity Shares and ZDP Shares closed the quarter trading at slight
premiums to quarter-end NAVs.  The Equity Shares closed at $1.27 per share
versus a quarter-end reported NAV of $1.26 per share.  The ZDP shares closed at
48.50p per share versus a reported NAV of 46.15p.



Data as at 31 December 2006


                                 Summary of Portfolio

                               as of  31 December 2006
                   Number of Funds                                   53
                    Buyout Funds                                     31
                    Venture Funds                                    11
                  Real Estate Funds                                  6
                   Debt Strategies                                   5
                     U.S. Funds                                      33
                   Non-U.S. Funds                                    20
                   Co-investments                                    4





Source: Manager.

Fund total includes 12 private equity fund interests indirectly owned through
purchase of a $24 million secondary interest in Private Equity Access Fund II
LLC.






                           Balance Sheet Information
                            as of  31 December 2006
                Investments at Market Value                   US$159.9 mm
                       Bank Deposits                            34.5 mm
                      Net Asset Value                        USD$192.5 mm



Totals are not adjusted for the pending redemption of 7,628,577 Equity shares
pursuant to the optional bi-annual redemption facility.  This redemption shall
take place on 18 January 2007.





Fund Level - Investment Strategy*


Debt Strategies                     6%
Leveraged Buyout                   71%
Venture Capital                    14%
Real Estate                         9%



Fund Level - Vintage Year*


        1997                       3.8%
        1998                       0.4%
        1999                       9.2%
        2000                      15.3%
        2001                      35.1%
        2002                       5.7%
        2003                       7.0%
        2005                      11.2%
        2006                      12.4%



Fund Level - Geography*


        US                          51%
        Europe                      41%
        Other                        8%



*The data is based on Net Asset Value as of 31 December 2006 and use fund-level
values.  In addition, it includes 12 private equity fund interests indirectly
owned through the purchase of a $24 million secondary interest in Private Equity
Access Fund II LLC.
Leveraged Buyout category includes co-investments.

Source: Manager.



Industry Diversification**


Industrial                                                         27%
Media                                                              6%
Healthcare                                                         5%
Real Estate                                                        11%
Retail                                                             12%
Technology                                                         12%
Leisure & Gaming                                                   1%
Business Services                                                  4%
Communications                                                     4%
Consumer Goods                                                     8%
Energy                                                             6%
Financial Services                                                 4%



Company Level - Geography**


Europe                                                             41%
North America                                                      48%
Other                                                              11%



** The diversification charts above are based on Net Asset Value as of 31
December 2006 and use underlying company-level values.  In addition, they
include the underlying companies included in 12 private equity fund interests
indirectly owned through the purchase of a $24 million secondary interest in
Private Equity Access Fund II LLC.

Source: Manager.









Investment Activity

During the quarter, the Company committed approximately $33.2 million to
interests in five private equity funds and one co-investment.  Many of these
interests were substantially funded at the time of purchase; on a blended basis,
approximately 53% of total commitments made during the quarter were drawn at
closing.



Secondary Commitments

The Company acquired secondary interests in three fund vehicles, representing
total commitments of approximately $21.5 million. The Company committed €8
million to Argan Capital Fund I, a pan-European firm focused on middle market
buyout transactions. In addition, the Company invested $2.5 million in
Clearwater Capital Partners Opportunities Fund, L.P., a fund focused on
investing in distressed assets and other special situations in Asia.  This is
the Company's first investment in a fund dedicated to Asia.  Finally, the
Company committed approximately £4.5 million to Esprit Capital I Fund, a UK
based venture capital fund that invests on a pan-European basis.  These three
interests reflect the Company's continued emphasis on purchasing seasoned assets
with experienced private equity fund managers.



Primary Commitments

The Company made two primary commitments during the quarter; $5.7 million to
Strategic Value Global Opportunities Fund I-A and $3.7 million to Main Street
Fund II.  In both instances, these commitments were made in combination with
secondary purchases of interests in previous funds (both of these secondary
transactions closed during the quarter ended 30 September 2006).  Strategic
Value Partners focuses on investing in a wide range of distressed and
undervalued assets. Although the fund invests on a global basis, the majority of
assets are likely to be allocated to the European market, with an emphasis on
German opportunities.  Main Street Partners focuses on small expansion capital
and buyout transactions in the North Eastern region of the United States.



Co-Investments

The Company made its fourth co-investment since inception, allocating $2.2
million to Freescale Semiconductor, Inc.   Freescale is a global leader in the
design and manufacture of embedded semiconductors for wireless, networking,
automotive, consumer and industrial markets.  Freescale is based in Austin,
Texas, and has design, research and development, manufacturing or sales
operations in more than 30 countries.  Freescale is one of the world's largest
semiconductor companies with 2005 sales of $5.8 billion.



The Company co-invested in this transaction alongside The Blackstone Group.  The
other lead investors in the transaction included The Carlyle Group, Permira
Funds, and Texas Pacific Group.





Optional Bi-Annual Redemption Facility

At the Company's board meeting held on 27 October 2006, the Board of Directors
considered the appropriateness of offering shareholders the opportunity to
participate in the bi-annual redemption facility, whereby shareholders could
redeem shares at the NAV as of the last day of December 2006.  The Directors
resolved to give shareholders, if they so wished, the opportunity to redeem up
to 15% of each class of the Company in issue on 31 December 2006.



The notice to shareholders regarding the optional bi-annual redemption policy
was published on 31 October 2006.  None of the ZDP shareholders elected to
redeem shares.  Of the 95,787,049 Equity Shares outstanding as of 31 December
2006, 7,628,577 elected by their shareholders to be redeemed.



Company Actions

On 11 December 2006, the Company issued notices of (i) a Separate General
Meeting of ZDP Shareholders and (ii) Extraordinary General Meeting to consider
proposals from the Board of Directors for the capital reorganisation of the
Company in order to convert the Company from its current split capital structure
into a conventional investment company.  In addition, the Board proposed
amendments to the borrowing and over-commitment policies, the management
agreement and the adoption of a new articles of Associating



On 11 January 2007, the Company announced that, due to a change in
circumstances, the general meetings convened to consider proposals for a capital
reorganisation of the Company were adjourned.  Accordingly the resolutions were
not put before shareholders.



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.
383 Madison Avenue
New York, NY  10179  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 100 separate private equity funds with total
commitments exceeding US$1 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 13,000 individuals and
has 19 offices worldwide.

The Bear Stearns Companies Inc. had approximately US$61.9 billion in total
capital as of 31 August 2006, 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.



END


                      This information is provided by RNS
            The company news service from the London Stock Exchange