1. The Limited Partnership UK LP – vehicle of choice for private equity / venture capital? Luxembourg LP – a credible alternative? Review of some distinctive features 30 April 2014 The Limited Partnership 1

2. Typical Limited Partnership Structure The Limited Partnership 2 30 April 2014 Sponsor Fund Vehicle Limited Partnership Special Limited Partner (LP) (with carried interest) General Partner (GP) Manager (if separate entity to the GP) Other Founders / Principals Ordinary Limited Partners (LPs) Portfolio Companies

3. Funding of a Limited Partnership  Equity – partnership interests unit approach “free” withdrawals  Loans – including as securities listing unit stapling 30 April 2014 The Limited Partnership 3

4. Management of a Limited Partnership  Traditional GP management  Managers “board” style as an alternative?  Management role of Limited Partners 30 April 2014 The Limited Partnership 4

5. Legal personality Luxembourg:  CLP corporate person, tax transparency  SLP special regime for ownership/registration, tax transparency UK:  English v Scottish  Future Reform – optional legal personality? 30 April 2014 The Limited Partnership 5

6. Confidentiality of a Limited Partnership  Limited Partners anonymity  Publication of accounting information  Confidentiality of LPA 30 April 2014 The Limited Partnership 6

7. Thank you Questions? 30 April 2014 The Limited Partnership 7