NB PRIVATE EQUITY PARTNERS LIMITED

1 PROSPECTUS. This document constitutes a prospectus for the purposes of Article 3 of Directive 2003/71/EC and has been prepared in accordance with Chapter of the Netherlands Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. This document has been approved by and filed with the Netherlands Authority for the Financial Markets (Autoriteit Financi le Markten) and will be passported into the United Kingdom for the purpose of admission of the ZDP Shares to trading on the Specialist Fund Market ( SFM ) of the London Stock Exchange plc ( LSE ). This document also includes particulars given in compliance with the listing rules of the Channel Islands Stock Exchange (the CISX ), in respect of the admission of the ZDP Shares to listing and trading on the CISX, for the purpose of giving information with regard to the Company.

2 NB PRIVATE EQUITY PARTNERS LIMITED (the Company ) accepts responsibility for the information contained in this document. To the best of the PR Ann I. knowledge of the Company, having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the , best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. In addition, the Directors, whose names appear on page 35 of this document, accept full responsibility for the information contained herein and confirm, having made all reasonable PR Ann III. enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. , The attention of existing and potential investors is drawn to the section headed Risk Factors on pages 11 to 29 of this document.

3 The definitions used in the document are set out on pages 102 to 107. Application has been made to the LSE for up to 50,000,000 ZDP Shares to be admitted to trading on the SFM under the symbol NBPZ and PR Ann III. application has been made to the CISX for up to 50,000,000 ZDP Shares to be admitted to trading and listing on the CISX under the symbol NBPZ (together the Admission ). It is expected that trading in the ZDP Shares on the SFM and the CISX will commence on or about 1 December 2009. The distribution of this document may be restricted by law. No action has been or will be taken by the Company to permit the possession or distribution of this document in any jurisdiction where action for that purpose may be required. Accordingly, neither this document nor any advertisement or any other material relating to it may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

4 Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company. Any delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company or its subsidiaries since, or that the information contained herein is correct at any time subsequent to, the date of this document. NB PRIVATE EQUITY PARTNERS LIMITED PR Ann I.

5 (a closed-end LIMITED liability investment company incorporated under the laws of Guernsey with registered number 47214 and registered with the Netherlands Authority for the Financial Markets) PR Ann I. , Placing and Offer for Subscription of up to 50 million Zero Dividend Preference Shares PR Ann XV. at an Issue Price of 100 pence Sterling per share Investment Manager PR Ann III. , NB Alternatives Advisers LLC. Financial Adviser, Placing Agent and Broker Oriel Securities LIMITED The ZDP Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act ), or with any securities regulatory authority of any state or other jurisdiction in the United States nor is such registration contemplated. The ZDP Shares are being offered only outside the United States to purchasers that are not US persons (as defined in Regulation S under the US Securities Act, US Persons ) in reliance on the exemption from registration provided by Regulation S under the US Securities Act.

6 The ZDP Shares may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, US persons. In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the US Investment Company Act ) and investors will not be entitled to the benefit of that Act. No offer or sale of ZDP Shares may be made except under circumstances which will not result in the Company being required to register under the US Investment Company Act. The ZDP Shares may only be resold or transferred in accordance with the restrictions set out under paragraph on pages 84 to 86 of this document. This document may not be distributed, forwarded, transferred or otherwise transmitted to any persons within the United States or to any US Persons.

7 This document does not constitute, and may not be used for purposes of, an offer or an invitation to subscribe for ZDP Shares by (A) any US Person;. or (B) any person in the United States or in any jurisdiction (i) in which such offer or invitation is not authorised, or (ii) in which the person making such offer or invitation is not qualified to do so, or (iii) to any person to whom it is unlawful to make such offer or invitation. The contents of this document are not to be construed as legal, financial, business or tax advice. Each investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Oriel Securities LIMITED , which is authorised and regulated by the FSA, is acting for the Company and for no one else in connection with the ZDP Placing and Offer for Subscription and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Oriel Securities LIMITED or for affording advice in relation to the contents of this document or on any matters referred to in this document.

8 The Company is subject to the Netherlands Financial Supervision Act (Wet op het financieel toezicht), and is registered with the Netherlands Authority PR Ann XV. for the Financial Markets (Autoriteit Financi le Markten, the AFM ) as a collective investment scheme which may offer participations in the Netherlands pursuant to article 2:66 of the Netherlands Financial Supervision Act. Under the Netherlands Financial Supervision Act, the Company and the Investment Manager are excepted from the requirement to obtain a licence from the AFM to offer participations in the Netherlands for so long as Guernsey is deemed to have adequate supervision of closed-end funds. By Ministerial Decree, Guernsey was accredited by the Dutch Ministry of Finance (Ministerie van Financi n) to have such adequate supervision. Irrespective of the exception set forth above, the Company remains subject to certain ongoing requirements under the Netherlands Financial Supervision Act and the rules promulgated thereunder, such as the Decree on Supervision of Conduct by Financial Enterprises (Besluit Gedragstoezicht financi le ondernemingen Wft) and the Decree on the Implementation Directive Transparency Issuing Entities (Besluit uitvoeringsrichtlijn transparantie uitgevende instellingen Wft) relating to the disclosure of certain information to investors, including the publication of the Company's financial statements.

9 The Company has been recognised by the United Kingdom HM Revenue and Customs under section 841 of the Income and Corporation Taxes Act 1988. The FSA has approved the CISX as a Designated Investment Exchange within the meaning of the Financial Services and Markets Act 2000. The Company is an authorised closed-end investment scheme authorised under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, PR Ann XV. 1987, as amended. Neither the States of Guernsey Policy Council nor the Guernsey Financial Services Commission take any responsibility for the soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it. Investment in the ZDP Shares is intended for institutional, professional and highly knowledgeable investors only who are familiar with the SFM and CISX and the type of securities admitted to trading thereon.

10 The ZDP Placing and Offer for Subscription is not targeted at non-professional or non-institutional investors. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Date: 16 November 2009. TABLE OF CONTENTS. SUMMARY 3. RISK FACTORS 11. IMPORTANT INFORMATION 30. DIRECTORS AND ADVISERS 35. ZDP PLACING AND OFFER FOR SUBSCRIPTION STATISTICS 36. EXPECTED TIMETABLE 36. PART I: THE COMPANY AND THE ZDP SHARE ISSUE 37. PART II: MANAGEMENT 52. PART III: ZDP PLACING AND OFFER FOR SUBSCRIPTION 57. PART IV: FINANCIAL INFORMATION 61. PART V: TAXATION 69. PART VI: ADDITIONAL INFORMATION 74. GLOSSARY OF SELECTED TERMS 102.