International Private Fund Formation Brochure - SJ Berwin

SJ Berwin
International Private
Fund Formation

SJ Berwin
International law firm
SJ Berwin is a dynamic law firm that has risen to international prominence in
less than 30 years – in large measure because of our close association with the
rise of private equity as an asset class.
Over three decades we have designed numerous innovative structures and
solutions in all jurisdictions for clients at the forefront of private funds.
We work in an open and fast-moving atmosphere that puts a premium
on progressive thinking, and we are known for our exceptional levels of
client service.
With offices situated in Berlin, Brussels, Dubai, Frankfurt, Hong Kong, London,
Madrid, Milan, Munich, Paris and Shanghai, we have one of the largest teams
of dedicated private funds lawyers in the world. We have the resources to
manage very large cross-border transactions and have close relationships
with other leading firms around the world who share our creative and clientdriven
approach.
“ This firm has an excellent reputation in private equity and across the wider
funds market.”
Chambers Legal Directory 2010
1

Creative advisers for
a challenging market
As we begin to emerge from the financial crisis of the last few years, and
with new fundraising gathering pace in a challenging market, fund managers
and investors alike are seeking experienced advisers, steeped in the law and
business of investment funds.
Over the last three years, through the course of the economic downturn, our
international private funds group has been more active than ever, delivering
creative solutions to new and complex problems. Our pre-eminence in funds
is independently verified and is testimony to our innovative thinking and the
consistently high quality of our work.
The market leading team’s global experience across the investment funds
industry, advising both General Partners and Limited Partners on every type of
fund and a wide range of strategic challenges, makes us uniquely well-placed to
assist with all fund formation and structuring needs – from traditional buyout and
venture funds to bespoke solutions demanding real creativity and fresh design.
Our expert funds lawyers have successfully navigated a series of new
challenges including fund restructuring, changing terms, reducing fund size,
key man departures and disputes. Our ability to bring together our leading
practices in funds structuring and private equity transactions has secured us
a leading position in the increasingly active secondaries market.
We have a deep understanding of the mechanics and sensitivities of
manager/investor relations. Our involvement reassures investors and we are
well equipped to design tailor-made investment schemes including club deals
and joint ventures between managers.
To meet the changing needs of the investment funds sector, we launched
the first ever dedicated Private Equity Litigation group and we have taken the
lead in growth areas like infrastructure, distressed debt, mezzanine, cleantech,
funds of funds, emerging market funds, real estate funds, Shariah compliant
funds, spinouts and secondaries. Our combination of experts in private funds,
hedge funds and listed funds enables our team to design hybrid structures to
meet changing market conditions.
2

At the core of the market
SJ Berwin has always been at the core of private equity. Our clients get the very
highest standard of service, benefitting from our vast experience gained from
advising hundreds of funds throughout Europe and the world.
The firm has grown up with the private equity and venture capital industry.
From the start, we recognised that this sector would need energetic, committed
lawyers able to stay one step ahead and anticipate market developments.
Today, our leadership in the sector is widely acknowledged. We are recognised
as the market leaders throughout the industry year on year and have won
several major awards including Law Firm of the Year for Fund Structuring at
the 2011 Unquote British Private Equity Awards, Fund Formation Team of the
Year 2010 at the Private Equity News Awards for the fourth year running and
European Law Firm of the Year (Fund Formation) 2010 for the tenth consecutive
year by Private Equity International.
We enjoy close links with national industry bodies and the European Private
Equity and Venture Capital Association (EVCA). We are represented on the
EVCA Tax and Legal Committee and one of our partners was nominated to
chair this Committee. We were the first law firm to be represented on the
Council of the British Private Equity and Venture Capital Association (BVCA),
one of our partners now chairs the BVCA Legal and Technical Committee and
we are represented on the BVCA Taxation and Member Services Committees.
We are also represented on the Legal Committee, the Tax Committee, the
Venture Committee and the Ethics Committee of the French private equity
association (AFIC). We also participate in the Legal and Tax Committee of
the association of private equity and venture capital companies in Germany
(BVK); and we have a continuing relationship with ASCRI, the Spanish Venture
Capital Association. We are also represented on the Legal and Regulatory
Council of EMPEA.
Our close links with the global private funds industry put us in a very strong
position to anticipate trends in the market, and to alert clients to potentially
significant commercial and legal issues which may influence their business.
3

An integrated
international team
Our international private funds group comprises highly skilled lawyers from
across Europe, the Middle East and East Asia. Experienced in working on
private equity and corporate finance deals worldwide, they bring practical
transactional experience to private fund structuring and related advice.
Our specialist funds, tax and regulatory lawyers are able to advise on structures
established under the laws of every country where we have an office, and we
work closely with specialists in other countries where private funds are typically
established including the Cayman Islands, the Channel Islands, Luxembourg,
Singapore and Mauritius.
We frequently receive instructions to act on fund structurings and other
strategic projects with a strong US component, and have a long history of
close collaboration with pre-eminent US funds lawyers. We are able to ensure
that we work with the most appropriate firm for our clients’ specific funds needs
which in most cases gives us the flexibility to work with the US market leader
in the relevant asset class.
4

Shaping the market
Our team continues to exercise a strong influence on the development of the
funds market as a whole, both through our membership of industry committees,
and directly through representations to regulatory and government bodies at a
national and supra-national level.
We are involved in every major development affecting investment funds. We
are intimately engaged in the ongoing progress of the EU’s controversial
Alternative Investment Fund Managers Directive, and are currently working on
several other business critical issues for private equity.
This continues our long history of impact on the market. Our senior partner,
Jonathan Blake, designed the limited partnership structure which is now the
industry standard for European fund formation. In 1987, SJ Berwin negotiated
the UK tax and regulatory treatment of limited partnership structures with the
UK Government. This culminated in the BVCA Statement and Guidelines, which
SJ Berwin drafted, with the result that the limited partnership has become the
most common private equity fund vehicle in Europe.
Other successes include the removal of the 20 partner limit and the tax treatment
of carried interest under Schedule 22 in the United Kingdom, key changes
to French legislation pertaining to FCPRs (fonds communs de placement à
risques) and securing preferential treatment for carried interest in Germany.
In Madrid, through our membership of ASCRI, we have been involved with the
drafting and the implementation of the Spanish Private Equity Act.
“ ... ultimately it is the intimate relationship the team has with the funds
industry that serves it so well.”
Chambers Legal Directory 2010
5

A full service
We advise private equity institutions and other asset managers on a wide range
of matters, which extends beyond fund structurings and includes:
• Limited partnership funds, FCPR, FCR, Fondo Chiuso, SICAR, SIF and
securitisation vehicles
• Primary private equity, venture capital, infrastructure, mezzanine, emerging
markets and other alternative investment funds
• Debt and distressed debt funds
• Real estate funds, core, value added and opportunity funds, sector specific
funds and REITs
• Venture capital trusts and investment trusts
• Co-investment schemes
• Hedge funds
• Equity incentive and carried interest arrangements
• Secondary funds
• Listed funds
• Funds of funds
• Shariah complaint funds
• Secondary transactions
• Buyouts of buyout houses, reorganisations and spin-outs
• Corporate governance
• Transaction structuring
6

A track record that
speaks for itself
SJ Berwin is proud to lead the market in advising investment fund managers.
Our clients expect cutting-edge legal advice, backed by in-depth experience
and a quality of service that is second to none.
We keep one step ahead and can add real value because of our ability to
anticipate trends, our network of international offices, our global perspective,
and the diversity of funds and structures we have advised. If you would like
further information about our services, or would like to discuss a specific
project with us, please do not hesitate to call.
“ SJ Berwin is excellent – advice is to the point and very commercial... the
team is consistently strong, right down into the junior level.”
Legal 500 Directory 2011
“ The fundraising of Chequers Capital XVI was completed in record time
thanks to the ‘reactivity’ (ie quick turnaround time) of SJ Berwin. Without
their experience it would have been impossible to close the fund within
the three month deadline with investors from [North] America (56%), Asia,
Australia and numerous European countries.”
Denis Metzger, President of Chequers
“ As a pioneer in this field the firm has a wealth of accumulated knowledge
and expertise.”
Legal 500 Directory 2010
7

Investment fund structuring
Offering a global perspective
SJ Berwin’s international private funds group is the market leader in structuring
private funds. We have advised on the formation, structuring and terms and
conditions of funds in many countries, including:
• Bahrain
• The Baltic States
• Cayman Islands
• China
• Czech Republic
• Denmark
• Dubai
• Finland
• France
• Germany
8
• Greece
• Holland
• Hungary
• India
• Italy
• Luxembourg
• Norway
• Pakistan
• Poland
• Russia
• Saudi Arabia
• Spain
• Sweden
• Switzerland
• Turkey
• UK
• USA
• United Arab Emirates
We also advise regional focused funds, including funds investing into Africa,
the Middle East, south-east Asia and central and eastern Europe.
We have the resources to handle complex domestic and international funds.
With our offices in Berlin, Brussels, Dubai, Frankfurt, Hong Kong, London,
Madrid, Milan, Munich, Paris and Shanghai, and close contact with
corresponding legal and tax firms worldwide, we are able to provide immediate
advice in all jurisdictions. Many of the funds we have advised attracted
investment from outside the fund’s domestic market. We therefore have
considerable experience in catering for non-resident investors and know many
of them well, in particular those from the United States. We are familiar with the
ERISA requirements of US pension fund investors and the tax and regulatory
needs of US investors generally, to ease their investment and hasten closing.
We are also familiar and stay up to date with developments in US tax and
regulatory funds, including the recent Dodd Frank Act.

Providing the benefit of broad experience
Many of the commercial, legal and tax advantages which are available for private
equity investments can also be used effectively where the portfolio comprises
quoted equity investments, real estate or other assets. Such arrangements are,
in a number of cases, structured as funds with carried interest and other terms
similar to those found in independent private equity funds.
Incorporating hedge funds and real estate financing specialists, the
international Private Funds Group can offer expert advice across a number
of structures and alternative asset classes. Just as the private equity model is
often adopted for real estate funds, so the hedge fund industry is influencing
the development of the private equity fund structure.
Another interesting development is the emergence of infrastructure and
renewable energy funds. These pose particular challenges: they are often
income generating funds, with a much longer holding period than funds
structured for capital gain. It is also often necessary to offer investors a range
of alternative exit routes and frequently the ultimate goal will be a flotation of
the fund itself.
We are at the forefront of these developments, pioneering alternative structures
that meet the evolving needs of the ever-changing market.
9

Funds of funds
The growth of funds of funds
Funds of funds have had their issues in recent years, but the appetite in Europe
for funds which invest in other funds is likely to remain strong. Past growth
has been driven by an increased interest in private equity by both institutional
and high net worth investors, for whom these products have a number of
advantages. Many banks and financial institutions are looking at ways to bring
opportunities to their private and institutional client bases.
It is clear from performance figures in private equity that, although it has
outperformed most other asset classes in recent years, the performance of
individual funds is volatile, and there is a large spread of returns between the
bottom and the top quartiles. Many institutions and private family groups lack
sufficient resources to adequately analyse the available opportunities.
In addition, many of the UK and Continental European pension funds,
institutions and private family groups have relatively small amounts available
for investment in private equity, and so access to the better performing funds
is difficult. For these reasons, investors are attracted to funds of funds – which
provide greater access to a more diversified range of funds.
Our European network offers us the legal, tax and regulatory capability in all
major jurisdictions (Germany, France, Spain, Italy and the UK). Our offices have
developed a range of structures including pan-European funds of fund products.
We have advised on the structuring and terms of a very large number of funds of
funds, including recently closing the Pantheon Global Infrastructure Fund, a major
infrastructure fund of funds, which will invest in high-quality infrastructure funds,
with a large proportion of the fund dedicated to assets in developed countries.
10

Structuring carried interest
and incentive arrangements
and co-investment schemes
Structuring carried interest for investment team members – especially in pan-
European/global funds – can be a complicated exercise, but tax-efficient
incentives are a critical part of the fund structuring process. With over 20
years’ experience across Europe and elsewhere, we pride ourselves on being
the leading experts on carried interest technology and are often involved in
shaping the laws which govern it.
For clients who are not investing external funds, we advise on structuring
incentive arrangements and co-investment schemes; there can be advantages
in restructuring internal arrangements with the objective of giving investment
executives a tax-efficient incentive to maximise the ultimate value of the portfolio.
For example, in France we have expertise in the structuring of carried interest
to allow French executives to benefit from the new tax regime on the carried
interest derived from pan-European/global funds.
In each jurisdiction, we possess the best legal and tax teams to offer our
clients the best structures. The structures we propose for carried interest and
incentive arrangements and co-investment schemes are designed to address
the need for internal flexibility, regulatory constraint, tax efficiency, succession
and vesting issues.
11

Secondary funds
and transactions
Developing liquidity
As private equity has matured as an asset class, an important development has
been the rise of the secondary fund - specifically established to acquire existing
portfolios, or interests in them. This has added further depth to the private equity
market, and offers a degree of liquidity to investors in the asset class.
Having advised Coller Capital on the first European secondaries fund in the
early 1990s and many major secondary transactions in all our European offices,
the firm is now the established market leader in this field. With an enviable
client base, we are expert both in structuring the funds themselves, and in
transactions involving secondary acquisitions or disposals.
We have worked with leading secondary players in Europe, and are familiar
with the particular legal, tax and regulatory issues that these funds may face
when they are structured and raised and when they are buying interests.
It is equally important to choose an experienced team for secondary deals,
which pose many complex challenges. We have advised on a very large number
of secondary transactions, including ”synthetic secondary transactions”, where
a portfolio of direct investments is acquired by a secondary fund manager.
These transactions play to the core strengths of SJ Berwin’s private equity
team: our established market leading position in fund structuring and our M&A
execution skills - honed in the buyout marketplace - make us uniquely placed
to assemble the right team for any secondary transactions. Working together in
an integrated private equity team, our fund and deal specialists across Europe
and East Asia offer a seamless service.
12

Successful secondary deals
Due diligence
Alongside commercial due diligence, legal due diligence is a critical part of
any secondary acquisition. With one of the largest teams in Europe, the due
diligence process can be handled quickly and efficiently. There are a variety
of approaches, and we will tailor our approach for each client to one that suits
their acquisition strategy and timetable.
For the process to run smoothly, it is critical to identify key legal issues as early
as possible. The best way to deal with tax, regulatory and legal hurdles is to
know what to look for, and to identify them quickly.
Finding the right acquisition structure for buyers
Different secondary assets may require different acquisition structures to
optimise returns for tax or regulatory efficiency. We work with our clients,
together with other specialists, to find the optimal structures for the relevant
transactions.
We take pride in our ability to utilise the latest funds related technology to
ensure that our clients have access to the best available structures. Our teams
are always at the forefront of developments in fund structures and secondary
deal structures across Europe and elsewhere.
Delivering the deal
The complexities inherent in any secondary acquisition or disposal and the
regulatory issues that can impact on the timetable are well known to us.
We recognise the importance of speed, and work with clients to establish
a realistic timetable. Our M&A execution skills are critical in facilitating an
efficient approach to project management, co-ordinating with large teams and
energetically driving the transaction forward.
13

Acting for investors
We frequently act for a broad range of investors, including large institutional
investors, fund of funds and family offices on the legal and tax aspects of their
proposed investments into all asset classes, including private equity, hedge,
infrastructure, mezzanine, venture, debt, real estate and listed funds. This gives
us an invaluable investor perspective into trends in the fund raising market.
Our unparalleled experience of acting for general partners and negotiating with
investors across the globe also gives us a deep understanding and knowledge
of the current issues facing investors in all asset classes and particularly in
private equity.
We have advised investors seeking greater transparency and control over their
investments, setting up numerous bespoke structures such as single investor
funds and managed accounts. Such structures are often accompanied by
incentive fee arrangements which we can tailor to our client’s specific needs.
15

Private equity disputes
SJ Berwin responded to the downturn by building an integrated crossdepartmental
and cross-jurisdictional Private Equity and Partnership Dispute
Resolution Operation/Management team assisting our clients on contentious
matters arising from the formation of a fund. Our service includes focusing on
the resolution of disputes at partner, investor and investee company level. It also
enables value to be added to clients when facing complex restructuring issues
and protects the interests of our clients before things go wrong. The group is
pre-eminent in this area and this has been recognised by the independent bar
specialising in partnership matters and by private equity houses.
This innovation built on SJ Berwin’s unrivalled experience in dealing with
contentious issues in the private equity arena. We litigated the first general
partner removal case, and undertake all related work in advising both for and
against general partners including investor defaults, investment strategy drift
and negligence.
We have advised on a large number of internal partnership and joint venture
disputes. Work has included complex Limited Liability Partnership structure
issues, high-value jurisdictional actions arising from termination of joint venture
arrangements for some of the leading private equity and hedge funds, advice
on corporate governance, internal investigations, regulatory aspects and
complex general partner asset ring-fencing and insolvency related issues.
“ I have worked with the SJ Berwin private equity and partnership team which
leads the profession in expertise on private equity fund disputes, and I know
how they provide a first-class service.”
Leading partnership barrister
“ It was not until we took advice from SJ Berwin’s Private Equity Litigation
team that we got the in-depth, specialist and strategic advice we needed.”
Private equity house principal
16

The market leader advising
sponsors on fund creation
Recent fund highlights
A selection of some of our recent funds is below. A more comprehensive list is
on the following pages.
Pan-European buyout funds
PAI Europe V
HgCapital 6 LP
Industri Kapital 2007 Fund
Lion Capital Fund II LP
Mid-market buyout funds
Astorg V
Alpha Private Equity Fund 6
Chequers Capital XVI
Graphite Capital Partners VII
Investindustrial IV
Palamon European Equity II LP
Phoenix Equity Partners 2010 LP
Segulah IV LP
Silverfleet Capital Partners LP
Venture/life science
Abingworth Bioventures V
Amadeus III
Capital for Enterprise Fund
Environmental Technologies Fund
Global Life Sciences Ventures Fund
Target Partners
TVM Capital
Wellington Partners
Funds of funds/secondaries funds of funds
Access Capital Fund IV – Growth
buyout Europe
Altamar Private Equity
Capital Dynamics (various funds of funds)
European Strategic Partners 2006
PE 2007
FRR Europe Petites Capitalisations
Pantheon Ventures
Real estate funds
Brockton Capital (UK real estate fund)
Delancey (UK and European Real
Estate Fund)
Evans Randall (European real estate fund)
Invesco (European Hotel Fund)
Matrix Securities (Dynamic Fund)
Patron Capital Partners III
Westfield UK Shopping Centre Fund
Mezzanine
Accession Mezzanine Capital III LP
Almack Mezzanine II
Euromezzanine 6
Hutton Collins Capital Partners III
Mezzanine Management Fund V
Turnaround and distressed funds
Kelso Place Special Situations Fund IV
Oakley Capital Private Equity LP
Xenon Prviate Equity Fund V
Emerging market funds
The African Health Fund
Aureos Africa Fund
Aureos Central Asia Fund
Aureos South East Asia Fund
Henderson Asia Pacific Equity Partners
Multi Manage India Fund Ltd
(ING Investment Management Asia
Pacific Singapore Limited)
Urban Infrastructure Real Estate Fund
Infrastructure, PFI and renewable energy
Axa Infrastructure Partners
Antin Infrastructure Partners
Brisa-Auto Estradas De Portugal SA
IFM Global Infrastructure Fund
Meridiam Infrastructure SICAR
Nereo Green Capital SICAR
RREEF Pan-European Infrastructure Fund
WHEB Ventures Private Equity Fund 2 LP
Listed funds
Castle Alternative Invest AG
Cambin Global Timberland
Matrix European Real Estate Limited
Northern Venture Trust PLC
Oakley Capital Investments Limited
Partners Group Global Opportunities
Limited
Princess Private Equity Holding Limited
Redefine International PLC
RIT Capital Partners plc
Hedge funds
Chromium Distressed Credit Fund
Geni Managed Currency
Global Maritime Investment Fund
Iceberg Alternative Real Estate Fund
Santa Ana Fund
Volcano Relative Value Fund
17

Funds advised
We have advised on well over 400 private equity funds, over more than 25 years.
Some of the funds upon which we have advised are listed below.
2011
Almack Mezzanine III
Astorg V
Beechbrook Mezzanine Fund I LP
Chequers Capital XVI
Endless Fund III
HgCapital Renweable Power Partners 2
MML Capital Partners Fund V
Nereo Green Capital SCA SICAR
Picto Ventures SCR de régimen
Simplificado SA
Piper Private Equity Fund V LP
2010
Active Venture II FCR
Abénex 2008
Acto Capital II
The Africa Health Fund
Antin Infrastructure Partners (AIP) FCPR
Aureos Africa Fund
Axa Direct Asia II LP
Axa Early Secondary Fund IV LP
BaltCap Latvia Venture Capital Fund KS
BaltCap Lithuania Venture Capital Fund
Bancroft 3 LP
Capital Dynamics Generation VII – Asian
private equity
Capital Dynamics Generation VII – US
private equity
Clearsight Turnaround Fund I
Columbus UK Real Estate Fund LP
European Strategic Partners 2008
FCPR Chopin Invest
FCPR PME Championnes II
FIP Entrepreneurs Développement
Durable
FIP Entrepreneurs Est III - ISF
FIP Entrepreneurs Ouest II - ISF
FIP Gencap Croissance
Five Arrows Principal Investments
Fonds de Co-Investissement Direct II
GenCap Avenir
Gilde Buy-Out Fund IV
GIMV Buyouts & Growth France FCPR
HgCapital 6
Kelso Place Special Situations Fund LP
18
KS
L Capital Asia
Litorina IV
MBO Capital 3
Merchant Bank (Rotschild)
Middle-Market Fund IV (Azulis Capital)
Orium FCPR
Pechel II Bis
Phoenix Equity Partners 2010, LP
Portobello Capital Fund II
Resource Eastern European Equity
Partners LP
Siemens Global Innovation Partners I
GmbH & Co KG
Silverfleet Capital 2010 LP
Swissco Co-Invest FCPR
Swissco Co-Invest II FCPR
TCR Thermo Invest
Tlcom II LP
UK Innovation Investment Fund
Weinberg Real Estate Partners #1
WHEB Partners Private Equity Fund II
2009
Amadeus EI LP
Ares Life Sciences LP
AXA Capital Asia II
Baltcap Private Equity Fund
Bancroft 3 LP
BNP Paribas – Asia LBO III
Capital for Enterprise Fund
CIC Mezzanine 2
CRG Capital Partners
CEE Special Situations Fund LP
CEE Microfinance Holdings Coöperatief U.A.
European Mid-Market Secondary Fund
Finatem III GmbH & Co. KG
Five Arrows Principal Investments
(Rothschild)
Graphite Capital Partners VII Top Up
Fund Plus
Hutton Collins Capital Partners III
Innova/5 LP
Investindustrial III Build Up LP
Kelso Place Special Situations Fund IV
MCH I Iberian Capital Fund III FCR
Oakley Capital Private Equity LP

Procuritas Capital Investors IV
QS PEP 2009
Resource Eastern European Equity
Partners I LP
Risk Capital Partners II
Silverfleet Capital Partners LP
Silver Reel Entertainment Mezzanine
Fund LP
Target Partners Fund II GmbH & Co. KG
TLcom II LP
Shefa MENA Health Fund
Xenon Private Equity Fund V
2008
Accession Mezzanine Capital III LP
ACF IV Growth Buy-Out Europe
Almack Mezzanine II (manager -
Babson Capital Europe Limited)
Antin Infrastructure Partners (AIP) FCPR
Apax Europe VII
APG
Argopolo Capital Partners
Astorg IV
AXA Infrastructure Partners
AXA Primary Fund America IV
AXA Primary Fund Europe IV
Bancroft 3 LP
Brisa-Auto Estradas De Portugal SA
CAM-ADMIRAL 1 FCR
CIC LBO Fund II
CIC Mezzanine
CQS Chester Street Opportunistic
Credit I LP
Crédit Agricole Capital Investissement III
CRG Special Situations Fund
Deyá Capital II SCR
Deyá Capital III FCR
Domitia Infrastructure
Dunedin Co-investment Fund LP
Dunedin Fund of Funds LP
Endeavour II Limited Partnership
Enterprise Capital Funds (Oxford
Technology Enterprise Capital Fund LP
MMC Enterprise Capital Fund LP)
Evans Randall Central London Property
FinTech GIMV Fund LP
GIMV Buyouts & Growth France FCPR
Global Life Science Ventures Fund
Hermes Private Equity Investment
Holding 2009 LP
HGT 6 LP
Hutton Collins Capital Partners III
Inova Tecspain II
Multi Manage India Fund Ltd (ING
Investment Management Asia
Pacific Singapore Limited)
Oquendo Capital
PAI partners - PAI Europe V Fund
Pantheon Asia Fund V LP
Pantheon Global Secondaries Fund IV
Pechel Industries III FCPR
PolyTechnos Venture Fund III LP
RC Luxury Hotel Fund I FCR
Reiten & Co Strategic Investment AS
Siemens Global Innovation Partners I
Süd Private Equity Management GmbH
Target Partners Fund II
TCR Capital Partners III FCPR
Transport Infrastructure Investment
Company
TVM Capital Life Science
Vermeer Capital
Wellington Partners Ventures III Life
Science Fund LP
Ysios Capital Partners
2007
Abingworth Bioventures V
Accession Mezzanine Capital
Activa Capital Fund II FCPR
Acto Mezzanine
Aksia Capital III
Allocation Private Equity Europe II
Amadeus III
Arcano Capital I
Astra Fund No 1 S.a.r.l
Atlas Capital I FCR
Aureos Central Asia Fund
Baltcap Private Equity Fund LP
Bencis Buyout Fund III
Bertelsmann Capital Investment (SA)
SICAR
Best of Europe Real Estate
Alternative FCPR
Bluegem LP
Bowmark Capital Partners IV
Capital Dynamics European Venture 2005
Capzanine II
Delancey Evergreen Fund
Edmond de Rothschild LBO Fund II FCPR
Endeavour II Limited Partnership
Enterprise Capital Funds (Dawn
Enterprise Capital Fund LP)
Environmental Technologies Fund
Eurazeo Co-Investment Partners
S.C.A. SICAR
European Strategic Partners 2006
Fonds France Investissement FCPR
Foresta SCR
FRR Europe Petites Capitalisations
PE 2007
GMT Communications Partners III
Granville Baird Deutschland Fund VII
Graphite Capital Partners VII
Henderson Asia Pacific Equity
Partners II LP
19

Hermes Private Equity Investment
Holding 2007 LP
Industri Kapital 2007 Fund
Industrie et Finance Investissement II FCPR
Investindustrial IV
Invision Private Equity IV
LBO Best of Europe FCPR
LHI Mid-Market Buy-out Europe
Lion Capital II
Litorina Kapital Fund III
Magenta
Magnum Capital LP
Masseran France Sélection FCPR
Mercapital SBF III
Meridiam Infrastructure SICAR
Mezzanine Management Fund IV
Nova Polonia Natexis II
ORIUM FCPR
Pantheon Europe Fund “A” LP
Patron Capital Partners III
PPM Capital Partners (2007) LP
QS PEP 2007
Quartilium III FCPR
Realza Capital Fondo, FCR
Reiten & Co Capital Partners VI
RJD Private Equity Fund II
RREEF Pan-European Infrastructure Fund
Segulah IV
SGAM/4D Global Energy
Development Capital Fund II
Terra Firma Capital Partners III
Urban Infrastructure Real Estate Fund
Valdivia LBO II
Ventech Capital III FCPR
Viewpoint Growth II LP
Wellington Partners III Life Science
Wellington Partners IV Technology Fund LP
Westfield UK Shopping Centre Fund
2006
ABS Capital Partners V LP
Almack Mezzanine I LP
Altamar Buyout Global I and II
APEF 5
Arcano Capital I FCR
Argus II
AtriA Private Equity Fund III
AXA Capital Asia Direct LP
AXA Primary Fund Europe III LP
AXA Primary Fund America LP
AXA Capital Asia
Captiva Capital Partners
Chequers Capital XV
Dahlia
Danske Private Equity Partners III
Dunedin Buyout Fund II LP
ERAAM Highbury Fund LP
Euroknights V
20
Euromezzanine 5
Fleming Private Equity Syndicate
Henderson PFI Secondary Fund I, II
and III LP
HgCapital 5 LP
Innkap 4 Partners LP
Ironbridge Fund II LP
L Capital 2
MBO Capital 2
Mercapital Spanish Buyout Fund III
Mezzanis 2
Norsk Vekst Fund IV
Palamon European Equity II
Pantheon Europe Fund V
Pantheon Global Secondary Fund III
Phoenix Equity Partners 2006 Fund
Quartilium Mezzanine
Sagard 2 FCPR
Santander Private Equity I
SGAM AI Private Value Partners Limited
The Second Anglo Irish UK Property Fund
Steadfast Capital Fund GmbH & Co KG
Taurus Euro Retail Fund
TDR Capital II
Terra Firma Capital Partners III LP
TVM Life Science Ventures VI Fund
Vision Capital Partners VI
2005
Accel London II
Access Capital Fund III
Advent Private Equity Fund IV
Allianz Private Equity Partners Fund of
Funds (APEP Dachfonds)
Altamar Buyout Europa FCR
Apax Europe VI
Babcock & Brown Global Partners
Bridgepoint Europe III
Candover 2005 Fund
Danske Private Equity III
Eikon Mezzanine LP
Electra European Fund II
Emerging Europe Convergence Fund II LP
European Strategic Partners 2004
Granville Baird Capital Partners Fund VII LP
Headway Investment Partners LP
Henderson PFI Secondary Fund LP
Investindustrial III LP
Lion Capital Fund I LP
Norsk Veskt Private Equity IV
Novator One LP
PAI Europe IV
Pond Ventures III
PPM Europe (2005) LP
Reiten & Co Capital Partners VI LP
SG Capital Europe Fund III LP
Trident Private Equity Fund II LP
TVM Life Science Ventures VI Fund

Vision Capital Partners V LP
Wellington Partners Ventures III Life
Science Fund
2004
Advent Private Equity Fund IV
Astorg
Atria
Bencis Buyout Fund II
Edmond de Rothschild LBO Fund
Greenpark International Investors II LP
Hamilton Lane Private Equity Fund V LP
HgCapital/GKN
HgCapital/Rolls Royce
Hutton CollinsMezzanine Partners LP
Investors in Private Equity
Ironbridge Capital 2003/4 Fund
MCH Iberian Capital Fund II
Mezzanine Management/Accession
Mezz Capital
Middle Market Fund II
Nomura Phase 4 Ventures LP
Omega Fund I LP
PAI Europe IV
Patron Capital II LP
Pechel Industries II
Sagard
Segulah III LP
The Englefield Renewable Energy Fund LP
The Second ABN AMRO Private Equity Fund
TDR Capital LP
Vision Capital Partners IV LP
Wellington Partners Ventures III
Technology Fund
2003
ABV 4
Carta Capital Mezzanine Fund I LP
CS Capital Partners II LP
DBG Eastern Europe Fund II LP
The Englefield Fund LP
Genesis Private Equity Fund
Graphite Capital Partners VI
HGT LP (HgCapital Trust plc)
Italian Private Equity Fund IV
NBG Real Estate Fund LP
Orange Ventures I LP
Vision Capital Partners II LP
Vision Capital Partners III LP
2002
Access Capital Fund II
Activa
Alpha Private Equity Fund 4
Bancroft II LP
Barclays Private Equity European Fund
Baring-Coller Secondaries Fund
Bridges
Coller International Partners IV LP
Community Development Funds
DBAG Fund IV
Electra Club Co-investment LP3
Euromezzanine IV
European Strategic Partners II
Favonius Ventures Fund
Fondo Nazca I FCR
Galileo IIB
The Hamilton Lane Private Equity Fund V LP
Indigo Capital IV
Innisfree M&G PPP LP
International Life Sciences Fund III
MBO Capital FCPR
NBG Emerging Europe Fund LP
Nordic Mezzanine Fund II Limited
Partnership
Private Equity Partners (PEP)
The Puma Property (DD) Fund LP
Teknoinvest VIII
Turkish Private Equity Fund I
Ventech B
2001
Aberdeen Growth Opportunities VCT plc
Aberdeen Growth VCT I plc
Aberdeen Murray Johnstone Private
Equity Fund
Abingworth Bioventures III
The ABN AMRO Private Equity Fund
Accel Europe LP
Access Capital Fund ll
Accession Mezzanine Capital LP
Advent Private Equity Fund III
Allianz Venture Partners
Amadeus Mobile Seed Fund
Apax Europe V
Atlas Venture Fund VI KG
Avlar BioVentures Fund II
Chequers Capital FCPR
Cornerstone Capital
DBG Eastern Europe Fund
DLJ MB Partners III KG
Dresdner Kleinwort Capital
Dunedin Buyout Fund LP
DVC Deutsche Venture Capital
Electra Kingsway VCT plc
Euroventures Danube BV Fund
FIS Private Equity 2001 LP
Fondo Nazca I FCR
Global IT
Global Life Science Ventures I & II
Global TV
Go Equity Fund II
HBM BioCapital
Heidelberg Innovation Fund II
Henderson Asia Pacific Partners I LP
Henderson European Partners I LP
21

Henderson Global Fund of Funds LP
Henderson Technology Partners LP
Ingenious Ventures LP
InnKap 3 Partners
LB Equity Management (subsidiary of
Bayerische Landesbank)
MUST 4 LP
Navis Asia Fund III
NBG Technology LP
nCoTec I LP
Northern 2 VCT plc
Northern 3 VCT plc
PAI Europe III
Phoenix Equity Partners lV
Procuritas Capital Investors III
The Second European Private Equity
Fund (Bridgepoint Capital)
Sovereign Capital Limited
Partnership III
Suala Capital Fund LP
T-Mobile
T-Venture
Target Partners
TVM V Life Science Fund
Technology Fund
Wellington Partners Ventures
Wireless Frontiers I
Yozma Venture III KG
2000
21 Invest LP
The ABN AMRO LBO Fund
Add One LP
Amadeus ll
Benchmark Europe l LP
CDIB Young Associates Capital Partners
Crescendo KG
Delta Equity Fund ll
Dresdner Kleinwort Benson
Emerging Europe, LP
Dresdner Kleinwort Benson Fund Italia LP
German Equity Partners ll
German Equity Partners (KfW Parallel Fund)
Kennet ll LP
MTI 4 Limited Partnership
Murray VCT 4 plc
NBG Private Equity Fund LP
Northern AIM VCT plc
Pond Ventures ll LP (Bridgepoint Capital)
Sovereign Capital Limited
Partnership III Prelude Trust plc
San Paolo IMI Private Equity Scheme
Schroder Ventures European Fund ll
The Second ABN AMRO Mezzanine
Partnership
Sussex Place Partners ll LP
TLcom I LP
Valdivia LBO I
ViewPoint Ventures I
22
1999
Access Capital Fund
Apax Europe IV
ARGUS Capital Partners
Atlas Venture
CapVis Equity LP
Combined London Colleges
DLJ Phoenix Equity Partners III
Elderstreet Capital Partners
Electra European Fund LP
European E-Commerce Fund
European Equity Partners LP
European Mezzanine Fund III
The European Private Equity Fund
(NatWest Equity Partners)
European Strategic Partners
FCV Capital Partners V
German Equity Partners II LP
Granville Private Equity Fund VI
Italian Private Equity Fund III LP
Mezzanine Management Fund III
Mezzanine Partners III
Palamon European Equity
Phildrew Ventures Fifth Fund LP
PRICOA Private Capital Partners II
The Spectrum Venture Management Fund
Sussex Place Partners LP
University Challenge Fund
1998
Advent Private Equity Fund ll
Amadeus I Affiliates Fund LP
Atlantic Celtic Film Partnership
Barclays Private Equity PVLP Limited
Partnership
FIS Private Equity 1998 LP (Friends
Ivory & Sime Private Equity)
Granville Northern Private Equity Fund
Innisfree PFI Fund II
KBEMF II Co-Investment Fund
Murray VCT 3 plc
Phildrew IBM Co-Investment Fund
Pond Ventures I LP
Teesside Private Equity Fund
1997
3i PVLP LP
Amadeus I
Apax UK VI
Baltic Investment Fund II
The Close Investment 1997 Fund
Coller International Partners II LP
ECI 6
Electra Club 1997 LP
Fenno Program
Kennet I LP
Kleinwort Benson Equity Partners
MTI 3

Murray VCT 2 plc
MUST 3 LP (Mercury Asset Management)
NatWest Ventures No.3
Northern Ventures Trust plc
Prelude Trust plc
Procuritas Capital Partners II
1996
AIM Distribution Trust plc
British Smaller Companies VCT plc
ECUI Secondaries – LP
Electra Club 1996 LP
Gartmore Venture Capital Trust plc
Italian Private Equity Partners LP
Murray Johnstone Private Acquisitions
Partnership II
NatWest Ventures No.2
Phoenix Equity Partners II
Pricoa Private Capital Partners LP
Scandinavian Equity Partners LP II
1995
Apax UK V
The Baltic Investment Fund LP
Granville Private Equity Fund V
Hambro Northern Ireland Ventures LP
Innisfree PFI Fund
Kleinwort Benson European
Mezzanine Fund II
Murray VCT
Nash, Sells Limited Partnership II
The Phildrew Ventures Fourth Fund
The Russian Technology Fund LP
Third Private Equity Fund
(Brown Shipley) 1994
Central Europe Telecom Investments LP
The Close Investment 1994 Fund ECI 5
F&C Private Equity Trust
F&C Ventures Private Equity Partnership
The Gartmore Private Equity Growth Fund
Morgan Grenfell Capital Partners
Henderson Unquoted Growth
Equities Fund II
Scandinavian EQT Partners LP
1993
3i Europe Investment Partners
Compass European Private Equity
Capital Plan (McKinsey)
ECUI Secondaries
Grosvenor Fifth Fund
Murray Johnstone Private
Acquisitions Partnership
1992
Alex. Brown European Environment Fund
Alpha Private Equity UK (France)
Citius Private Equity Fund (Spain)
Gartmore Indosuez UK Recovery Fund
The Phildrew Ventures Third Fund
The Phoenix Development Capital Fund
Polish Private Equity Fund (Poland)
1991
ECI Capital Partners
ECI Developments
Henderson Alternative Development
Capital Fund
Henderson Unquoted Growth Equities
Fund
Italian Private Equity Fund
Lancashire Enterprise Venture Fund
Midland Regional Enterprise Funds
Nordic Private Equity Partner
(Scandinavia)
1990
Abingworth Ventures LP
BG Ventures (British Gas)
Electra Private Equity Partners
F&C Ventures Limited Partnership II
The First Phoenix Fund
Gartmore 1990 Fund
MTI Ventures Limited Partnership
Procuritas MBO Invest LP (Scandinavia)
The Second Brown Shipley Fund
The Second Lazard Leisure Fund
Pre-1990
Advent First Limited Partnership
Brown Shipley Development Capital Fund
Close Development Capital Fund
ECI Eurofund
ECI International Partnership
ECI International Trust
ECI Investments
Electra Innvotec
F&C Ventures Limited Partnership
Great Winchester Capital Fund
Management Opportunities Fund (Nash, Sells)
Prelude Technology Fund
Sharp Technology Fund
Summit Venture Fund One
Transatlantic Capital Bio-Sciences Fund
23

Contacts
We would be delighted to talk to you about your requirements and how we
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Dubai
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Hong Kong
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London
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or Sylvie Vansteenkiste
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24

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