No. Copy: _________________ 
Recipient _____________________________________ 
CONFIDENTIAL 
Private Placement Memorandum 
Dated September 27, 2006 
$1,000,000,000 
KNOWLEDGE UNIVERSE EDUCATION L.P. 
KUE Management Inc. 
Investment Units consisting of Common Limited Partner Units of 
Knowledge Universe Education LP and Class A Ordinary Shares of 
KUE Management Inc. 
Knowledge Universe Education L.P. ("KUE," and, together with its subsidiaries, the "Company") is a 
Cayman Islands exempted limited partnership. KUE Management Inc. is a Cayman Islands exempted 
company and the sole general partner of KUE (the "General Partner"). KUE is the indirect controlling 
stockholder of Knowledge Learning Corporation ("KLC"), the largest for-profit early childhood care and 
education company in the U.S., which operates approximately 2,500 locations in 39 states. 
We are offering investment units (the "Units"), each comprised of one Common limited partner unit 
("Common LP Unit") in KUE and one Class A ordinary share of the General Partner ("Class A Share"), for 
$1,000 per Unit. We are offering the Units on a strictly confidential basis pursuant to a private placement 
with Goldman, Sachs & Co. and Credit Suisse acting as placement agents (the "Agents"), subject to 
various conditions, exclusively to accredited investors. We intend to use the net proceeds from the sale 
of the Units to expand operations, including through strategic acquisitions in the U.S. and internationally, 
to develop new products and services, to repay certain existing indebtedness and for other corporate 
purposes. We reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in 
part. The offering is expected to be completed in one or more closings on or prior to March 31, 2007. 
The Units and the underlying Common LP Units and Class A Shares have not been, nor will they 
be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or 
qualified under any applicable U.S. state statutes or laws of any non-U.S. jurisdiction. The Units 
will be offered and sold under the exemption from registration provided by Section 4(2) of the 
Securities Act and Regulation D and Regulation S promulgated under the Securities Act, and 
other similar exemptions available pursuant to the laws of the states and other jurisdictions where 
the offering will be made. 
There is no public market for the Units and no such market is expected to develop in the future. There is 
no obligation on the part of any person to register the Units or the underlying Common LP Units or Class 
A Shares under the Securities Act or any state or non-U.S. securities laws other than in the limited 
circumstances described in this Private Placement Memorandum. 
Investing in the Units involves risks. You should read the section entitled "Risk Factors" 
beginning on page 44 for a discussion of certain risk factors that you should consider before 
investing in the Units. 
Placement Agents 
Goldman, Sachs & Co. Credit Suisse 
Private Placement Memorandum dated September 27, 2006. 
Table of Contents 
1. 	EXECUTIVE SUMMARY 	19 
2. 	SUMMARY TERMS OF THE TRANSACTION 	27 
3. 	USE OF PROCEEDS 	39 
4. 	CAPITALIZATION 	40 
5. 	SUMMARY FINANCIAL DATA 	42 
6. 	RISK FACTORS 	44 
7. 	DISTRIBUTION POLICY 	60 
8. 	INDUSTRY OVERVIEW 	61 
9. 	KNOWLEDGE UNIVERSE EDUCATION ("KUE") 	73 
10. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF KLC's PRO FORMA RESULTS OF 
OPERATIONS 	75 
11. 	THE OPERATING COMPANY ("KLC OPCO") 	82 
12. 	THE REAL ESTATE COMPANY ("KLC PROPCO") 	100 
13. 	k12 INC. ("k12") 	106 
14. 	THE STRUCTURE OF KUE AND THE GENERAL PARTNER 	115 
15. 	MANAGEMENT INCENTIVE PLANS AND EMPLOYMENT AGREEMENTS 	131 
16. 	RELATED PARTY TRANSACTIONS 	133 
17. 	ELIGIBLE INVESTORS 	136 
18. 	CERTAIN INCOME TAX CONSEQUENCES 	140 
19. 	APPENDICES 	146 
You should rely only on the information contained in this Private Placement Memorandum (this 
"Memorandum") or to which we have referred you. We have not authorized anyone to provide you 
with information that is different. This Memorandum may only be used where it is legal to sell the 
Units. The information in this Memorandum may only be accurate on the date of this 
Memorandum. No person has any obligation to update the statements and information contained 
in this Memorandum. 
NOTICE TO INVESTORS 
THIS CONFIDENTIAL MEMORANDUM IS BEING FURNISHED ON A STRICTLY CONFIDENTIAL BASIS 
SOLELY TO A LIMITED NUMBER OF SOPHISTICATED PROSPECTIVE INVESTORS FOR THE 
PURPOSE OF PROVIDING CERTAIN INFORMATION REGARDING THE OFFERING OF THE UNITS. A 
PROSPECTIVE INVESTOR MAY NOT DISTRIBUTE OR REPRODUCE THIS MEMORANDUM, OR 
DISCLOSE ITS CONTENTS, TO ANY PERSON OTHER THAN PROFESSIONAL REPRESENTATIVES 
OF THE INVESTOR IN CONNECTION WITH ITS CONSIDERATION OF THIS INVESTMENT. AS 
CONTEMPLATED BY THE CONFIDENTIALITY AGREEMENTS BETWEEN THE INVESTORS AND 
KUE, THIS MEMORANDUM AND ANY INFORMATION FURNISHED IN CONNECTION HEREWITH 
(COLLECTIVELY, THE "COMPANY INFORMATION"), YOU ACKNOWLEDGE AND AGREE THAT (I) ALL 
COMPANY INFORMATION IS CONFIDENTIAL; (II) YOU WILL NOT DISTRIBUTE OR REPRODUCE 
THE COMPANY INFORMATION IN WHOLE OR IN PART AND WILL USE THE COMPANY 
INFORMATION SOLELY TO EVALUATE AN INVESTMENT IN THE UNITS AND NOT FOR ANY OTHER 
PURPOSE; (III) IN THE EVENT THAT YOU HAVE NO FURTHER INTEREST IN PARTICIPATING IN 
THIS OFFERING, OR IF AT ANY TIME THE COMPANY SO REQUESTS (AT ITS DISCRETION), YOU 
WILL PROMPTLY RETURN, DESTROY OR DELETE ALL COMPANY INFORMATION THAT YOU HAVE 
RECEIVED AT THE EARLIEST OPPORTUNITY AS REQUESTED BY THE COMPANY; AND (IV) YOU 
WILL NOT DISCLOSE TO ANY THIRD PARTY THE COMPANY INFORMATION THAT HAS BEEN 
PROVIDED TO YOU. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR THE FEES OF ITS 
OWN COUNSEL, ACCOUNTANTS AND OTHER ADVISORS. 
THE UNITS OFFERED HEREBY AND THE COMMON LP UNITS AND CLASS A SHARES 
REPRESENTED THEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE 
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES 
ACT AND THE APPLICABLE STATE AND NON-U.S. SECURITIES LAWS PURSUANT TO 
REGISTRATION OR AN EXEMPTION THEREFROM, AND THEN ONLY TO THE EXTENT PERMITTED 
BY THE LIMITED PARTNERSHIP AGREEMENT OF KUE AND THE GOVERNING DOCUMENTS AND 
AGREEMENT AMONG MEMBERS OF THE GENERAL PARTNER. ACCORDINGLY, INVESTORS 
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN 
INVESTMENT IN THE UNITS OFFERED HEREBY FOR AN INDEFINITE PERIOD OF TIME. 
THE STATEMENTS AND INFORMATION CONTAINED IN THIS MEMORANDUM HAVE BEEN 
COMPILED AS OF THE DATE HEREOF (UNLESS OTHERWISE STATED HEREIN) FROM THE 
COMPANY AND FROM OTHER SOURCES. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR 
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS 
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION SET FORTH 
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. NO PERSON HAS 
ANY OBLIGATION TO UPDATE THE STATEMENTS AND INFORMATION CONTAINED HEREIN. 
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION 
OF THE COMPANY, THE GENERAL PARTNER AND THE TERMS OF THE OFFERING, INCLUDING 
THE MERITS AND RISKS INVOLVED. YOU ACKNOWLEDGE THAT (A) YOU HAVE NOT RELIED ON 
THE AGENTS OR ANY PERSON AFFILIATED WITH THE AGENTS IN CONNECTION WITH YOUR 
INVESTIGATION OF THE ACCURACY OF THE INFORMATION PROVIDED HEREIN OR YOUR 
INVESTMENT DECISION AND (B) NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION 
OR TO MAKE ANY REPRESENTATION CONCERNING THE COMPANY, THE GENERAL PARTNER OR 
THE OFFERING OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND INFORMATION GIVEN 
BY DULY AUTHORIZED OFFICERS AND EMPLOYEES OF THE COMPANY IN CONNECTION WITH 
YOUR EXAMINATION OF THE COMPANY, THE GENERAL PARTNER AND THE TERMS OF THIS 
OFFERING, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS 
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE GENERAL 
PARTNER OR THE AGENTS. 
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER BY ANY PERSON TO SELL, OR A 
SOLICITATION OF AN OFFER TO BUY, ANY UNITS OR COMPONENTS THEREOF IN ANY 
JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR 
SOLICITATION. 
THE UNITS AND COMPONENT SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF THE STATES OR ANY NON-U.S. 
JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE AND NON-U.S. 
LAWS. THE UNITS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE 
U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL, STATE OR NON-U.S. 
SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING 
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE 
ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE. 
NEITHER THE GENERAL PARTNER NOR THE COMPANY IS REQUIRED TO REGISTER OR BE 
REGULATED AS A MUTUAL FUND UNDER THE MUTUAL FUNDS LAW (2003 REVISION) OF THE 
CAYMAN ISLANDS. NEITHER THE CAYMAN ISLANDS MONETARY AUTHORITY NOR ANY OTHER 
GOVERNMENTAL AUTHORITY IN THE CAYMAN ISLANDS HAS PASSED JUDGMENT UPON OR 
APPROVED THE TERMS OR MERITS OF THIS DOCUMENT. THERE IS NO INVESTMENT 
COMPENSATION SCHEME AVAILABLE TO INVESTORS IN THE CAYMAN ISLANDS. 
PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE MEMORANDUM CAREFULLY BEFORE 
DECIDING WHETHER TO PURCHASE THE UNITS, AND PROSPECTIVE INVESTORS SHOULD 
MAKE THEIR OWN INVESTIGATION OF THE INVESTMENT DESCRIBED HEREIN, INCLUDING THE 
MERITS AND RISKS INVOLVED AND THE LEGALITY AND TAX CONSEQUENCES OF SUCH AN 
INVESTMENT. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM OR ITS 
CONTENTS AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. PROSPECTIVE INVESTORS WILL 
HAVE THE OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS AND ADDITIONAL 
INFORMATION ABOUT THE COMPANY, THE GENERAL PARTNER AND THE UNITS TO VERIFY THE 
INFORMATION CONTAINED HEREIN TO THE EXTENT REPRESENTATIVES OF THE COMPANY 
POSSESS SUCH INFORMATION. EACH INVESTOR SHOULD MAKE ITS OWN INQUIRIES AND 
CONSULT ITS OWN ADVISORS CONCERNING THE VARIOUS LEGAL, TAX AND ECONOMIC 
CONSIDERATIONS RELATING TO ITS INVESTMENT. 
THIS MEMORANDUM DOES NOT CONTAIN THE INFORMATION, INCLUDING FINANCIAL 
STATEMENTS, THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT FILED WITH THE 
U.S. SECURITIES AND EXCHANGE COMMISSION. 
THIS MEMORANDUM CONTAINS PROJECTIONS FOR KLC AND K12 INC. THAT ARE BASED UPON 
A NUMBER OF ASSUMPTIONS AND ESTIMATES THAT, WHILE PRESENTED WITH NUMERICAL 
SPECIFICITY AND CONSIDERED REASONABLE BY MANAGEMENT WHEN TAKEN AS A WHOLE, 
INHERENTLY ARE SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE AND OTHER 
RISKS, UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL 
OF THE COMPANY, AND ARE BASED UPON SPECIFIC ASSUMPTIONS WITH RESPECT TO FUTURE 
BUSINESS DECISIONS, SOME OR ALL OF WHICH WILL CHANGE. PROJECTIONS ARE 
NECESSARILY SPECULATIVE IN NATURE AND IT CAN BE EXPECTED THAT ASSUMPTIONS 
UNDERLYING THE PROJECTIONS WILL NOT PROVE TO BE VALID OR WILL VARY FROM ACTUAL 
RESULTS. ACCORDINGLY, THE PROJECTIONS ARE ONLY AN ESTIMATE. ACTUAL RESULTS WILL 
VARY FROM THE PROJECTIONS AND THE VARIATIONS MAY BE MATERIAL. CONSEQUENTLY, 
YOUR RECEIPT OF THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION BY 
2 
THE COMPANY, ITS ADVISORS, THE AGENTS, OR ANY OTHER PERSON OF RESULTS THAT WILL 
ACTUALLY BE ACHIEVED. PROSPECTIVE PURCHASERS OF THE UNITS ARE CAUTIONED NOT 
TO PLACE UNDUE RELIANCE ON THESE PROJECTIONS. 
THE INFORMATION PRESENTED HEREIN WAS PREPARED OR OBTAINED BY KUE AND IS BEING 
FURNISHED SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THE 
OFFERING. THE AGENTS HAVE NOT ASSUMED ANY RESPONSIBILITY FOR INDEPENDENT 
VERIFICATION OF THE INFORMATION CONTAINED HEREIN OR OTHERWISE MADE AVAILABLE IN 
CONNECTION WITH THE OFFERING OF SECURITIES AND MAKE NO REPRESENTATIONS OR 
WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NOTHING 
CONTAINED HEREIN IS, OR SHOULD BE RELIED ON AS, A PROMISE OR REPRESENTATION AS TO 
THE FUTURE PERFORMANCE OF KUE. 
NOTICE TO NON-U.S. INVESTORS 
NOTICE TO RESIDENTS OF ARGENTINA 
THIS MEMORANDUM HAS NOT BEEN APPROVED BY ANY SECURITIES REGULATOR IN 
ARGENTINA AND DOES NOT ENABLE KUE, THE GENERAL PARTNER, OR ANY OTHER PARTY TO 
MAKE A PUBLIC OFFERING OF THE UNITS. THIS MEMORANDUM HAS ONLY BEEN ADDRESSED 
DIRECTLY TO THE PROSPECTIVE INVESTORS DESIGNATED AND IS INTENDED TO PROVIDE 
INFORMATION AT THEIR REQUEST THIS MEMORANDUM SHOULD NOT BE CIRCULATED OR 
MADE PUBLIC IN ANY WAY. INVESTORS PARTICIPATING IN THIS ISSUANCE FULLY 
ACKNOWLEDGE THAT THEY HAVE BEEN INVITED PERSONALLY AND IN CONSIDERATION OF 
THEIR SPECIAL POSITION AS SOPHISTICATED INVESTORS AND THAT THEY HAVE HAD ALL 
PROPER AND DUE PERSONAL COUNSELING TO ADOPT ANY DECISION RELATED TO THIS 
ISSUANCE. THE UNITS ARE NOT AUTHORIZED TO BE OFFERED PUBLICLY IN THE 
ARGENTINEAN MARKET OR TO BE SOLD TO ANY INVESTOR IN ARGENTINA. 
NOTICE TO RESIDENTS OF AUSTRALIA 
THIS MEMORANDUM HAS NOT BEEN AND WILL NOT BE LODGED WITH THE AUSTRALIAN 
SECURITIES AND INVESTMENTS COMMISSION. THE OFFER IS ONLY MADE TO THOSE 
PERSONS TO WHOM DISCLOSURE IS NOT REQUIRED UNDER DIVISION 2 OF PART 6D.2 OR 
PART 7.9 OF THE CORPORATIONS ACT 2001 AND DOES NOT PURPORT TO BE AN OFFER OF 
INTERESTS FOR WHICH DISCLOSURE IS REQUIRED. IN ADDITION, KUE IS NOT A REGISTERED 
SCHEME AS DEFINED IN THE CORPORATIONS ACT 2001. RESALE OF THE UNITS IN AUSTRALIA 
WITHIN 12 MONTHS OF THE DATE OF ISSUE MAY REQUIRE THE SELLER TO COMPLY WITH THE 
DISCLOSURE REQUIREMENTS OF DIVISION 2 OF PART 6D.2 OR PART 7.9 OF THE 
CORPORATIONS ACT 2001. 
NOTICE TO RESIDENTS OF BRAZIL 
KUE IS NOT A PUBLICLY-HELD CORPORATION AND IS NOT LISTED WITH ANY STOCK 
EXCHANGE, ORGANIZED OVER THE COUNTER MARKET OR ELECTRONIC SYSTEM OF 
SECURITIES TRADING. LIKEWISE, THE UNITS HAVE NOT BEEN AND WILL NOT BE REGISTERED 
WITH ANY SECURITIES EXCHANGE COMMISSION OR OTHER SIMILAR AUTHORITY, INCLUDING 
THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (COMISSAO DE VALORES 
MOBILARIOS-"CVM"). ANY PUBLIC OFFERING, AS DEFINED UNDER BRAZILIAN LAWS AND 
REGULATIONS, OF THE UNITS IN BRAZIL IS NOT LEGAL WITHOUT SUCH PRIOR REGISTRATION 
UNDER LAW NR. 6.385/76. SUBSEQUENT TRADING OF THE UNITS IN BRAZIL IS ALLOWED ONLY 
BY MEANS OF PRIVATE TRANSACTIONS AND IS NOT SUBJECT TO REGISTRATION WITH THE 
CVM TO THE EXTENT THAT SUCH TRADING DOES NOT QUALIFY AS A PUBLIC OFFERING. IT 
SHOULD BE NOTED THAT A SELLER OF THE UNITS, HOWEVER, MAY BE ASKED BY THE 
PURCHASER TO COMPLY WITH PROCEDURAL REQUIREMENTS TO EVIDENCE PREVIOUS TITLE 
TO THE UNITS, AND MAY BE SUBJECT TO BRAZILIAN TAX ON CAPITAL GAINS WHICH MAY BE 
WITHHELD FROM THE SALE PRICE. PERSONS WISHING TO OFFER OR ACQUIRE THE UNITS 
3 
WITHIN BRAZIL SHOULD CONSULT WITH THEIR OWN COUNSEL AS TO THE APPLICABILITY OF 
THESE REGISTRATION REQUIREMENTS OR ANY EXEMPTION THEREFROM. 
THIS MEMORANDUM IS CONFIDENTIAL AND INTENDED SOLELY FOR THE USE OF THE 
ADDRESSEE AND CANNOT BE DELIVERED OR DISCLOSED IN ANY MANNER WHATSOEVER TO 
ANY PERSON OR ENTITY OTHER THAN THE ADDRESSEE. 
NOTICE TO RESIDENTS OF CANADA 
THIS MEMORANDUM CONSTITUTES AN OFFERING OF THE UNITS DESCRIBED HEREIN ONLY IN 
THOSE JURISDICTIONS IN CANADA AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY 
BE LAWFULLY OFFERED FOR SALE AND THEREIN ONLY BY PERSONS PERMITTED TO SELL 
SUCH SECURITIES. THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE 
CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THE UNITS IN CANADA. NO 
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS REVIEWED 
OR IN ANY WAY PASSED UPON THIS MEMORANDUM OR THE MERIT OF THE UNITS AND ANY 
REPRESENTATION TO THE CONTRARY IS AN OFFENCE UNDER APPLICABLE SECURITIES LAWS. 
No dealer, salespersons or other individual has been authorized to give any information or to 
make any representations not contained in this Memorandum in connection with the offer made 
by this Memorandum and, if given or made, such information or representations must not be 
relied upon as having been authorized by KUE or by the General Partner or by any placement 
agent Neither the delivery of this Memorandum nor any sale made hereunder shall, under any 
circumstances, create an implication that there has not been any change in the facts as set forth 
in this Memorandum or in the affairs of KUE or the General Partner since the date hereof. 
Resale Restrictions in Canada. THE DISTRIBUTION OF THE UNITS IN CANADA IS BEING MADE ON 
A PRIVATE PLACEMENT BASIS. ACCORDINGLY, ANY RESALE OF THE UNITS MUST BE MADE IN 
ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS 
REQUIREMENTS OF APPLICABLE SECURITIES LAWS. NEITHER KUE NOR THE GENERAL 
PARTNER IS A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. 
PURCHASERS OF THE UNITS ARE ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF 
THE UNITS. 
Enforcement of Legal Rights. THE GENERAL PARTNER IS A CAYMAN ISLANDS EXEMPTED 
COMPANY AND KUE IS A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP. THE 
DIRECTORS, OFFICERS AND REPRESENTATIVES OF THE GENERAL PARTNER AND KUE MAY BE 
LOCATED OUTSIDE CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE FOR CANADIAN 
PURCHASERS TO EFFECT SERVICE OF PROCESS WITHIN CANADA UPON THE GENERAL 
PARTNER, KUE, OR THEIR DIRECTORS, OFFICERS OR REPRESENTATIVES. ALL OR A 
SUBSTANTIAL PORTION OF THE ASSETS OF KUE, THE GENERAL PARTNER AND THEIR 
DIRECTORS, OFFICERS OR REPRESENTATIVES MAY BE LOCATED OUTSIDE OF CANADA AND, 
AS A RESULT, IT MAY NOT BE POSSIBLE TO SATISFY A JUDGMENT AGAINST SUCH PERSONS IN 
CANADA OR TO ENFORCE A JUDGMENT OBTAINED IN CANADIAN COURTS AGAINST SUCH 
PERSONS OUTSIDE OF CANADA. 
Right of Action for Damages or Rescission. THE FOLLOWING SUMMARY IS SUBJECT TO THE 
EXPRESS PROVISIONS OF THE SECURITIES ACT (ONTARIO), THE SECURITIES ACT (NEW 
BRUNSWICK) AND THE SECURITIES ACT (NOVA SCOTIA) AND THE RULES AND REGULATIONS 
THEREUNDER AND REFERENCE IS MADE THERETO FOR THE COMPLETE TEXT OF SUCH 
PROVISIONS. THE SECURITIES ACT (ONTARIO) AND THE SECURITIES ACT (NEW BRUNSWICK) 
PROVIDE CERTAIN PURCHASERS IN ONTARIO AND NEW BRUNSWICK, RESPECTIVELY, WITH A 
STATUTORY RIGHT OF ACTION FOR DAMAGES OR RESCISSION AGAINST THE ISSUER WHERE 
AN OFFERING MEMORANDUM CONTAINS A MISREPRESENTATION. THE SECURITIES ACT (NOVA 
SCOTIA) PROVIDES PURCHASERS IN NOVA SCOTIA WITH A STATUTORY RIGHT OF ACTION FOR 
DAMAGES AGAINST EVERY SELLER, EVERY DIRECTOR OF THE SELLER AT THE DATE OF THIS 
4 
MEMORANDUM AND EVERY PERSON WHO SIGNED THE OFFERING MEMORANDUM OR A RIGHT 
OF RESCISSION AGAINST EVERY SELLER WHERE AN OFFERING MEMORANDUM CONTAINS A 
MISREPRESENTATION. SUCH PURCHASERS WHO PURCHASE A SECURITY OFFERED BY THE 
OFFERING MEMORANDUM DURING THE PERIOD OF DISTRIBUTION ARE DEEMED TO HAVE 
RELIED ON SUCH MISREPRESENTATION IF IT WAS A MISREPRESENTATION AT THE TIME OF 
PURCHASE. 
FOR PURCHASERS IN ONTARIO AND NOVA SCOTIA, THESE STATUTORY RIGHTS ARE 
EXERCISABLE, IN THE CASE OF AN ACTION FOR RESCISSION, 180 DAYS AFTER THE DATE OF 
THE TRANSACTION THAT GAVE RISE TO THE CAUSE OF ACTION OR, IN THE CASE OF ANY 
ACTION, OTHER THAN AN ACTION FOR RESCISSION, THE EARLIER OF (I) 180 DAYS AFTER THE 
PLAINTIFF FIRST HAD KNOWLEDGE OF THE FACTS GIVING RISE TO THE CAUSE OF ACTION AND 
(II) THREE YEARS AFTER THE DATE OF THE TRANSACTION THAT GAVE RISE TO THE CAUSE OF 
ACTION. NOTWITHSTANDING THE FOREGOING, IN NOVA SCOTIA, NO ACTION MAY BE 
COMMENCED MORE THAN 120 DAYS AFTER THE DATE ON WHICH PAYMENT WAS MADE FOR 
THE SECURITIES OR AFTER THE DATE ON WHICH THE INITIAL PAYMENT FOR THE SECURITIES 
WAS MADE WHERE PAYMENTS SUBSEQUENT TO THE INITIAL PAYMENT ARE MADE PURSUANT 
TO A CONTRACTUAL COMMITMENT ASSUMED PRIOR TO, OR CONCURRENTLY WITH, THE 
INITIAL PAYMENT 
FOR PURCHASERS IN NEW BRUNSWICK, THESE STATUTORY RIGHTS ARE EXERCISABLE, IN 
THE CASE OF AN ACTION FOR RESCISSION, 180 DAYS AFTER THE DATE OF THE TRANSACTION 
THAT GAVE RISE TO THE CAUSE OF ACTION OR, IN THE CASE OF ANY ACTION, OTHER THAN AN 
ACTION FOR RESCISSION, THE EARLIER OF (I) ONE YEAR AFTER THE PLAINTIFF FIRST HAD 
KNOWLEDGE OF THE FACTS GIVING RISE TO THE CAUSE OF ACTION AND (II) 6 YEARS AFTER 
THE DATE OF THE TRANSACTION THAT GAVE RISE TO THE CAUSE OF THE ACTION. 
THE RIGHTS DISCUSSED ABOVE ARE IN ADDITION TO AND WITHOUT DEROGATION FROM ANY 
OTHER RIGHT OR REMEDY WHICH PURCHASERS MAY HAVE AT LAW AND ARE INTENDED TO 
CORRESPOND TO THE PROVISIONS OF THE RELEVANT SECURITIES LEGISLATION AND ARE 
SUBJECT TO THE DEFENCES CONTAINED THEREIN. 
Canadian Federal Income Tax Considerations. THIS MEMORANDUM DOES NOT DISCUSS THE 
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO A HOLDER OF THE UNITS 
RESIDENT IN CANADA FOR PURPOSES OF THE INCOME TAX ACT (CANADA) (THE "ITA"). THE 
RULES FOR THE TAXATION OF PARTNERS AND PARTNERSHIPS UNDER THE ITA ARE 
EXTREMELY COMPLEX AND, ACCORDINGLY, PROSPECTIVE PURCHASERS OF THE UNITS WHO 
ARE RESIDENT IN CANADA ARE STRONGLY ADVISED TO CONSULT WITH THEIR OWN TAX 
ADVISORS PRIOR TO PURCHASING ANY UNITS. 
Forward Looking Statements. CERTAIN STATEMENTS IN THIS MEMORANDUM CONSTITUTE 
"FORWARD-LOOKING STATEMENTS." FORWARD-LOOKING STATEMENTS INCLUDE 
STATEMENTS CONCERNING THE PLANS, OBJECTIVES, GOALS, STRATEGIES AND FUTURE 
OPERATIONS AND PERFORMANCE OF KUE AND THE GENERAL PARTNER AND THE 
ASSUMPTIONS UNDERLYING THESE FORWARD-LOOKING STATEMENTS. KUE AND THE 
GENERAL PARTNER USE THE WORDS "ANTICIPATES," "ESTIMATES," EXPECTS," "BELIEVES," 
"INTENDS," "PLANS," "MAY," "WILL," "SHOULD," AND ANY SIMILAR EXPRESSIONS TO IDENTIFY 
FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INVOLVE 
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT 
COULD CAUSE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE MATERIALLY 
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED 
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING 
STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING PRESENT AND FUTURE 
BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH KUE AND THE GENERAL PARTNER 
WILL OPERATE IN THE FUTURE. AS A RESULT OF THESE RISK, UNCERTAINTIES AND 
5 
ASSUMPTIONS, A PROSPECTIVE INVESTOR SHOULD NOT PLACE UNDUE RELIANCE ON THESE 
FORWARD-LOOKING STATEMENTS. SEE "RISK FACTORS" IN THIS MEMORANDUM. 
THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS 
MEMORANDUM. NEITHER KUE NOR THE GENERAL PARTNER IS OBLIGED, AND DOES NOT 
INTEND, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A 
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ALL SUBSEQUENT 
WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO KUE, THE GENERAL 
PARTNER, OR PERSONS ACTING ON THEIR BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR 
ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED THROUGHOUT THIS MEMORANDUM. 
Financial information. FINANCIAL INFORMATION CONTAINED IN THIS MEMORANDUM HAVE NOT 
BEEN PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING 
PRACTICES, AND MAY DIFFER IN CERTAIN RESPECTS FROM THOSE ACCOUNTING PRINCIPLES 
USED IN OTHER JURISDICTIONS, INCLUDING CANADA. PROSPECTIVE PURCHASERS SHOULD 
CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE BUSINESS, DATA AND 
TRANSACTION DESCRIBED HEREIN AND CONSULT THEIR OWN FINANCIAL ADVISORS. SEE 
"NON-GAAP FINANCIAL MEASURES" BELOW IN THIS MEMORANDUM. 
Representations of Canadian Purchasers. EACH PURCHASER OF THE UNITS RESIDENT IN A 
CANADIAN JURISDICTION WILL BE DEEMED TO HAVE REPRESENTED TO KUE AND THE 
GENERAL PARTNER AND THE AGENTS WHO SELLS THE UNITS TO SUCH PURCHASER THAT: (A) 
THE OFFER AND SALE OF THE UNITS WAS MADE EXCLUSIVELY THROUGH THIS MEMORANDUM 
AND WAS NOT MADE THROUGH AN ADVERTISEMENT OF THE UNITS IN ANY PRINTED MEDIA OF 
GENERAL AND REGULAR PAID CIRCULATION, RADIO, TELEVISION OR TELECOMMUNICATIONS, 
INCLUDING ELECTRONIC DISPLAY, OR ANY OTHER FORM OF ADVERTISING IN CANADA; (B) 
SUCH PURCHASER HAS REVIEWED AND ACKNOWLEDGES THE TERMS REFERRED TO ABOVE 
UNDER "RESALE RESTRICTIONS IN CANADA"; (C) WHERE REQUIRED BY LAW, SUCH 
PURCHASER IS PURCHASING AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT AS AGENT; AND 
(D) SUCH PURCHASER OR ANY ULTIMATE PURCHASER FOR WHICH SUCH PURCHASER IS 
ACTING AS AGENT IS ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO 
PURCHASE SUCH UNITS WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER SUCH 
SECURITIES LAWS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) SUCH 
PURCHASER IS AN "ACCREDITED INVESTOR" AS DEFINED IN SECTION 1.1 OF NATIONAL 
INSTRUMENT 45-106 ("NI 45-106"), OR FULFILLS THE REQUIREMENTS OF SECTION 2.10 OF NI 45-
106 (A "$150K PURCHASER") AND (II) IN THE CASE OF A PURCHASER RESIDENT IN ONTARIO, 
SUCH PURCHASER, OR ANY ULTIMATE PURCHASER FOR WHICH SUCH PURCHASER IS ACTING 
AS AGENT, IS AN "ACCREDITED INVESTOR" AS DEFINED IN NI 45-106, OR A $150K PURCHASER 
WHO IS PURCHASING THE UNITS FROM A REGISTERED INVESTMENT DEALER WITHIN THE 
MEANING OF SECTION 98 OF THE REGULATION TO THE SECURITIES ACT (ONTARIO). 
IN ADDITION, EACH PURCHASER OF THE UNITS RESIDENT IN CANADA WILL BE DEEMED TO 
HAVE REPRESENTED TO KUE, THE GENERAL PARTNER AND THE AGENTS FROM WHOM A 
PURCHASE CONFIRMATION WAS RECEIVED, THAT SUCH PURCHASER: (A) HAS BEEN NOTIFIED 
BY KUE AND THE GENERAL PARTNER (I) THAT KUE AND THE GENERAL PARTNER ARE 
REQUIRED TO PROVIDE INFORMATION ("PERSONAL INFORMATION") PERTAINING TO THE 
PURCHASER AS REQUIRED TO BE DISCLOSED IN SCHEDULE I OF FORM 45-106F1 UNDER NI 45-
106 (INCLUDING ITS NAME, ADDRESS, TELEPHONE NUMBER AND THE NUMBER AND VALUE OF 
ANY UNITS PURCHASED), WHICH FORM 45-106F1 IS REQUIRED TO BE FILED BY KUE AND THE 
GENERAL PARTNER UNDER NI 45-106; (II) THAT SUCH PERSONAL INFORMATION WILL BE 
DELIVERED TO THE ONTARIO SECURITIES COMMISSION (THE "OSC") IN ACCORDANCE WITH NI 
45-106; (III) THAT SUCH PERSONAL INFORMATION IS BEING COLLECTED INDIRECTLY BY THE 
OSC UNDER THE AUTHORITY GRANTED TO IT UNDER THE SECURITIES LEGISLATION OF 
ONTARIO; (IV) THAT SUCH PERSONAL INFORMATION IS BEING COLLECTED FOR THE 
PURPOSES OF THE ADMINISTRATION AND ENFORCEMENT OF THE SECURITIES LEGISLATION 
OF ONTARIO; AND (V) THAT THE PUBLIC OFFICIAL IN ONTARIO WHO CAN ANSWER QUESTIONS 
6 
ABOUT THE OSC'S INDIRECT COLLECTION OF SUCH PERSONAL INFORMATION IS THE 
ADMINISTRATIVE ASSISTANT TO THE DIRECTOR OF CORPORATE FINANCE AT THE OSC, SUITE 
1903, BOX 5520 QUEEN STREET WEST, TORONTO, ONTARIO M5H 3S8, TELEPHONE: (416) 593-
8086; AND (B) HAS AUTHORIZED THE INDIRECT COLLECTION OF THE PERSONAL INFORMATION 
BY THE OSC. FURTHER, THE PURCHASER ACKNOWLEDGES THAT ITS NAME, ADDRESS, 
TELEPHONE NUMBER AND OTHER SPECIFIED INFORMATION, INCLUDING THE NUMBER OF 
UNITS IT HAS PURCHASED AND THE AGGREGATE PURCHASE PRICE PAID BY PURCHASER, 
MAY BE DISCLOSED TO OTHER CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY 
BECOME AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE REQUIREMENTS OF 
APPLICABLE LAWS. BY PURCHASING UNITS, THE PURCHASER CONSENTS TO THE 
DISCLOSURE OF SUCH INFORMATION. 
Language of documents if7 Canada. UPON RECEIPT OF THIS MEMORANDUM, EACH INVESTOR IN 
CANADA HEREBY CONFIRMS THAT IT HAS EXPRESSLY REQUESTED THAT ALL DOCUMENTS 
EVIDENCING OR RELATING IN ANY WAY TO THE SALE OF THE UNITS (INCLUDING FOR GREATER 
CERTAINTY ANY PURCHASE CONFIRMATION OR ANY NOTICE) BE DRAWN UP IN THE ENGLISH 
LANGUAGE ONLY. PAR LA RECEPTION DE CE DOCUMENT CHAQUE INVESTISSEUR CANADIEN 
CONFIRME PAR LES PRESENTES QU'IL A E_XPRESSEMENT EXIGE QUE TOUS LES DOCUMENTS 
FAISANT FOI OU SE RAPPORTANT DE QUELQUE MANIERE QUE CE SOIT A LA VENTE DES 
VALEURS MOBILIERES DECRITES AUX PRESENTES (INCLUANT, POUR PLUS DE CERTITUDE, 
TOUTE CONFIRMATION D'ACHAT OU TOUT AVIS) SOIENT REDIGES EN ANGLAIS SEULEMENT. 
NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS 
CLASS A SHARES IN THE GENERAL PARTNER AND COMMON LP UNITS IN KUE MAY BE 
BENEFICIALLY OWNED BY PERSONS RESIDENT, DOMICILED, ESTABLISHED, INCORPORATED 
OR REGISTERED IN THE CAYMAN ISLANDS PURSUANT TO THE LAWS OF THE CAYMAN 
ISLANDS. THE GENERAL PARTNER AND KUE, HOWEVER, WILL NOT UNDERTAKE BUSINESS 
WITH THE PUBLIC IN THE CAYMAN ISLANDS OTHER THAN SO FAR AS MAY BE NECESSARY FOR 
THE CARRYING ON OF THE BUSINESS OF, AS APPLICABLE THE GENERAL PARTNER OR KUE 
EXTERIOR TO THE ISLANDS. "PUBLIC" FOR THESE PURPOSES DOES NOT INCLUDE ANY 
EXEMPTED OR ORDINARY NON-RESIDENT COMPANY REGISTERED UNDER THE COMPANIES 
LAW OR A FOREIGN COMPANY REGISTERED PURSUANT TO PART IX OF THE COMPANIES LAW 
OR ANY SUCH COMPANY ACTING AS GENERAL PARTNER OF A PARTNERSHIP REGISTERED 
PURSUANT TO SECTION 9(1) OF THE EXEMPTED LIMITED PARTNERSHIP LAW (2003 REVISION) 
OR ANY DIRECTOR OR OFFICER OF SUCH PARTNERSHIP ACTING IN SUCH CAPACITY OR THE 
TRUSTEE OF ANY TRUST REGISTERED OR CAPABLE OF REGISTRATION PURSUANT TO 
SECTION 74 OF THE TRUSTS LAW (2001 REVISION). 
NOTICE TO RESIDENTS OF CHINA 
THE INFORMATION CONTAINED IN THIS MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO 
SELL ANY SECURITIES WITHIN THE PEOPLE'S REPUBLIC OF CHINA (WHICH, FOR SUCH 
PURPOSES, DOES NOT INCLUDE THE HONG KONG OR MACAU SPECIAL ADMINISTRATIVE 
REGIONS OR TAIWAN) (THE "PRC"). THIS MEMORANDUM AND THE INFORMATION CONTAINED 
HEREIN HAVE NOT BEEN APPROVED BY ANY RELEVANT GOVERNMENTAL AUTHORITIES IN THE 
PRC AND THE UNITS MAY NOT BE OFFERED FOR SALE IN THE PRC. PRC INVESTORS ARE 
RESPONSIBLE FOR OBTAINING ALL RELEVANT GOVERNMENT REGULATORY 
APPROVALS/LICENSES THEMSELVES, INCLUDING, BUT NOT LIMITED TO, ANY WHICH MAY BE 
REQUIRED FROM THE STATE ADMINISTRATION OF FOREIGN EXCHANGE, THE CHINA BANKING 
REGULATORY COMMISSION, AND/OR THE CHINA SECURITIES REGULATORY COMMISSION, AND 
COMPLYING WITH ALL RELEVANT PRC REGULATIONS, INCLUDING, BUT NOT LIMITED TO, ANY 
RELEVANT FOREIGN EXCHANGE REGULATIONS AND/OR FOREIGN INVESTMENT REGULATIONS. 
7 
NOTICE TO RESIDENTS OF FRANCE 
THE COMPANY AND THE AGENTS HAVE NOT OFFERED OR SOLD AND WILL NOT OFFER OR 
SELL, DIRECTLY OR INDIRECTLY, THE UNITS TO THE PUBLIC IN FRANCE, AND HAVE NOT 
DISTRIBUTED OR CAUSED TO BE DISTRIBUTED AND WILL NOT DISTRIBUTE OR CAUSE TO BE 
DISTRIBUTED TO THE PUBLIC IN FRANCE, THIS MEMORANDUM OR ANY OTHER OFFERING 
MATERIAL RELATING TO THE UNITS. SUCH OFFERS, SALES AND DISTRIBUTIONS HAVE BEEN 
AND SHALL ONLY BE MADE IN FRANCE TO (I) PROVIDERS OF INVESTMENT SERVICES RELATING 
TO PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES, AND/OR (II) QUALIFIED 
INVESTORS (INVESTISSEURS QUALIFIES), AND/OR (III) A RESTRICTED GROUP OF INVESTORS 
(CERCLE RESTREINT D'INVESTISSEURS), ALL AS DEFINED IN, AND IN ACCORDANCE WITH, 
ARTICLES L.411-1, L.411-2, D.411-1 AND D.411-2 OF THE FRENCH CODE MONETAIRE ET 
FINANCIER. 
NOTICE TO RESIDENTS OF GERMANY 
THE UNITS HAVE NOT BEEN AND WILL NOT BE REGISTERED OR APPROVED FOR PUBLIC 
OFFERING UNDER THE SECURITIES LAWS OF GERMANY. THIS MEMORANDUM HAS NOT BEEN 
AND WILL NOT BE SUBMITTED TO THE FEDERAL FINANCIAL SERVICES SUPERVISORY 
AUTHORITY (BUNDESANSTALT FOR FINANZDIENSTLEISTUNGSAUFSICHT) FOR APPROVAL AS A 
PROSPECTUS AND NO PROSPECTUS HAS BEEN OR WILL BE PUBLISHED IN GERMANY. 
THEREFORE, THE UNITS MAY BE OFFERED AND SOLD IN THE TERRITORY OF THE FEDERAL 
REPUBLIC OF GERMANY ONLY IF (I) LESS THAN 20 UNITS ARE OFFERED IN GERMANY, (II) THE 
PRICE PER OFFERED UNIT IS AT LEAST €200,000 FOR EACH OFFEREE, (III) THE OFFER IS TO A 
"RESTRICTED CIRCLE OF PERSONS" AS THIS TERM IS INTERPRETED BY THE BAFIN AND THE 
GERMAN COURTS, OR (IV) THE OFFER IS TO INVESTORS WHO PURCHASE OR SELL 
SECURITIES OR INVESTMENTS (VERMOGENSANLAGEN) AS DEFINED IN THE GERMAN SALES 
PROSPECTUS ACT (VERKAUFSPROSPEKTGESETZ) FOR THEIR OWN ACCOUNT OR THE 
ACCOUNT OF THIRD PARTIES AS PART OF THEIR PROFESSION OR TRADE. THIS MEMORANDUM 
AND ANY OTHER DOCUMENT RELATING TO THE UNITS, AS WELL AS INFORMATION CONTAINED 
THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN GERMANY OR USED IN CONNECTION WITH 
ANY OFFER FOR SUBSCRIPTION OR SALE OF THE UNITS TO THE PUBLIC IN GERMANY. THIS 
MEMORANDUM AND OTHER OFFERING MATERIALS RELATING TO THE OFFER OF THE UNITS 
ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY 
OTHER THAN THE RECIPIENTS HEREOF. 
NOTICE TO RESIDENTS OF HONG KONG 
WARNING 
THE CONTENTS OF THIS MEMORANDUM HAVE NOT BEEN REVIEWED BY ANY REGULATORY 
AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE 
OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS MEMORANDUM, 
YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. 
NOTICE TO RESIDENTS OF ICELAND 
THIS MEMORANDUM HAS BEEN ISSUED TO YOU FOR YOUR PERSONAL USE ONLY AND 
EXCLUSIVELY FOR THE PURPOSES OF THE INVESTMENT SCHEME. ACCORDINGLY, THIS 
MEMORANDUM MAY NOT BE USED FOR ANY OTHER PURPOSE NOR PASSED ON TO ANY OTHER 
PERSON IN ICELAND. THE SECURITIES OFFERING DESCRIBED IN THIS MEMORANDUM IS AN 
UNREGULATED INVESTMENT SCHEME. THE SECURITIES WHICH ARE THE OBJECT OF THIS 
MEMORANDUM ARE NOT REGISTERED FOR PUBLIC DISTRIBUTION IN ICELAND WITH THE 
FINANCIAL SUPERVISORY AUTHORITY PURSUANT TO THE ICELANDIC ACT ON SECURITIES 
TRANSACTIONS NO. 33/2003 OR THE ICELANDIC ACT ON UCITS-FUNDS AND OTHER 
INVESTMENT FUNDS NO. 30/2003 AND SUPPLEMENTARY REGULATIONS. THE UNITS MAY NOT 
BE OFFERED OR SOLD BY MEANS OF THIS MEMORANDUM OR ANYWAY LATER RESOLD TO 
8 
OTHER THAN ENTITIES OR PERSONS DEFINED AS INSTITUTIONAL INVESTORS IN THE MEANING 
OF ITEM NO. 7. IN ARTICLE 2 OF THE ICELANDIC ACT ON SECURITIES TRANSACTIONS AND THE 
REGULATION OF THE TRANSACTIONS OF SECURITIES NO. 233/2003. ANY RESALE OF THE 
UNITS IN ICELAND WILL NEED TO TAKE PLACE IN ACCORDANCE WITH THE PROVISIONS OF THE 
ICELANDIC ACT ON SECURITIES TRANSACTIONS No. 33/2003 AS AMENDED AND ANY 
APPLICABLE LAWS OR REGULATIONS OF ICELAND. 
NOTICE TO RESIDENTS OF INDIA 
THE ISSUANCE OF THE UNITS IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. 
THIS MEMORANDUM IS NOT A PROSPECTUS OR A STATEMENT IN LIEU OF A PROSPECTUS. IT 
IS NOT, AND SHOULD NOT BE DEEMED TO CONSTITUTE AN OFFER TO THE PUBLIC IN 
GENERAL. 
THE INFORMATION CONTAINED IN THIS MEMORANDUM IS BELIEVED BY THE COMPANY TO BE 
ACCURATE IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF. THE COMPANY DOES NOT 
UNDERTAKE TO UPDATE THIS MEMORANDUM TO REFLECT SUBSEQUENT EVENTS. THIS 
MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ON THE COMPANY 
TO POTENTIAL INVESTORS EVALUATING THE PROPOSAL TO SUBSCRIBE FOR THE UNITS 
COVERED BY THIS MEMORANDUM AND IT DOES NOT PURPORT TO CONTAIN ALL THE 
INFORMATION THAT ANY SUCH POTENTIAL INVESTOR MAY REQUIRE. POTENTIAL INVESTORS 
SHOULD CONDUCT THEIR OWN DUE DILIGENCE, INVESTIGATION AND ANALYSIS OF THE 
COMPANY. 
PRIOR TO APPLYING FOR THE UNITS, INVESTORS SHOULD VERIFY IF THEY HAVE THE 
NECESSARY POWER AND COMPETENCE TO APPLY FOR THE UNITS UNDER THEIR 
CONSTITUTIONAL DOCUMENTS AS WELL AS ALL RELEVANT LAWS AND REGULATIONS IN 
FORCE IN INDIA. THEY SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS ON THE TAX 
IMPLICATIONS OF THE ACQUISITION, OWNERSHIP AND SALE OF THE UNITS, AND INCOME 
ARISING THEREON. 
ALTHOUGH THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM SOURCES 
THAT ARE RELIABLE TO THE BEST OF THE AGENTS' KNOWLEDGE AND BELIEF, THE AGENTS 
MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY 
INFORMATION CONTAINED HEREIN OR OTHERWISE PROVIDED BY THE AGENT. NEITHER THE 
AGENTS NOR ANY OFFICER OR EMPLOYEE OF THE AGENTS ACCEPT ANY LIABILITY 
WHATSOEVER FOR ANY DIRECT OR CONSEQUENTIAL LOSS ARISING FROM ANY USE OF THIS 
MEMORANDUM OR ITS CONTENTS. 
NOTICE TO RESIDENTS OF ITALY 
THE OFFERING OF THE UNITS IN THE REPUBLIC OF ITALY ("ITALY") HAS NOT BEEN 
AUTHORISED BY THE COMMISSIONE NAZIONALE PER LE SOCIETA E LA BORSA ("CONSOB") 
PURSUANT TO THE ITALIAN SECURITIES LEGISLATION AND, ACCORDINGLY: 
(I) THE UNITS CANNOT BE OFFERED, SOLD OR DELIVERED IN ITALY IN AN INVESTMENT 
SOLICITATION ("SOLLECITAZIONE ALL'INVESTIMENTO") WITHIN THE MEANING OF ARTICLE 1, 
PARAGRAPH 1, LETTER (T) OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS 
AMENDED ("DECREE 58/98"), 
(II) THE UNITS CANNOT BE OFFERED, SOLD AND/OR DELIVERED, NOR ANY DOCUMENT 
RELATING TO THE UNITS CAN BE DISTRIBUTED, EITHER IN THE PRIMARY OR SECONDARY 
MARKET, TO INDIVIDUALS RESIDENT IN ITALY, AND 
(III) ANY OFFER, SALE AND/OR DELIVERY OF THE UNITS AND DISTRIBUTION OF COPIES OF ANY 
DOCUMENT RELATING TO THE UNITS IN ITALY WILL ONLY BE: 
(A) MADE TO ITALIAN INSTITUTIONAL INVESTORS ("INVESTITORI ISTITUZIONALI"), AS 
DEFINED IN ARTICLE 100 OF DECREE 58/98 BY REFERENCE TO ARTICLE 31.2 OF CONSOB 
REGULATION NO. 11522 OF 1 JULY 1998, AS AMENDED ("REGULATION 11522/98"); 
(B) MADE IN COMPLIANCE WITH ARTICLE 129 OF THE LEGISLATIVE DECREE NO. 385 OF 1 
SEPTEMBER 1993, AS AMENDED ("DECREE 385/93"), AND THE IMPLEMENTING 
INSTRUCTIONS OF THE BANK OF ITALY, IF APPLICABLE, PURSUANT TO WHICH THE ISSUE 
OR PLACEMENT OF SECURITIES IN ITALY IS SUBJECT TO PRIOR NOTIFICATION TO THE 
BANK OF ITALY, UNLESS AN EXEMPTION, DEPENDING, INTER ALIA, ON THE AMOUNT OF 
THE ISSUE AND THE CHARACTERISTICS OF THE SECURITIES, APPLIES; 
(C) MADE IN COMPLIANCE WITH ANY OTHER ITALIAN SECURITIES, TAX AND EXCHANGE 
CONTROL AND OTHER APPLICABLE LAWS AND REGULATIONS AND ANY OTHER 
APPLICABLE REQUIREMENT OR LIMITATION WHICH MAY BE IMPOSED BY CONSOB, THE 
BANK OF ITALY OR ANY OTHER COMPETENT ITALIAN AUTHORITY; AND 
(D) MADE BY AN INVESTMENT FIRM, BANK OR FINANCIAL INTERMEDIARY PERMITTED TO 
CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH DECREE 58/98, DECREE 385/93, 
REGULATION 11522/98 AND ANY OTHER APPLICABLE LAWS AND REGULATIONS. 
NOTICE TO RESIDENTS OF JAPAN 
THE OFFERING OF THE UNITS HEREUNDER HAS NOT BEEN AND WILL NOT BE REGISTERED 
UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN. CONSEQUENTLY, THE UNITS MAY 
NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, 
IN JAPAN OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF JAPAN, EXCEPT PURSUANT TO 
AND IN COMPLIANCE WITH APPLICABLE JAPANESE LAWS AND REGULATIONS. THE INVESTORS 
SHOULD FURTHER NOTE THAT PURSUANT TO THE PARTNERSHIP AGREEMENT THE UNITS MAY 
ONLY BE TRANSFERRED IN WHOLE AND NOT IN PART AND THAT ANY SUCH TRANSFER WILL 
REQUIRE A PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER. 
NOTICE TO RESIDENTS OF JERSEY 
NOTHING IN THIS MEMORANDUM, NOR ANYTHING COMMUNICATED TO HOLDERS OR 
POTENTIAL HOLDERS OF SECURITIES BY THE COMPANY OR THE AGENTS IS INTENDED TO 
CONSTITUTE OR SHOULD BE CONSTRUED AS ADVICE ON THE MERITS OF THE PURCHASE OF 
OR SUBSCRIPTION FOR THE UNITS OR THE EXERCISE OF ANY RIGHTS ATTACHED THERETO 
FOR THE PURPOSES OF THE FINANCIAL SERVICES (JERSEY) LAW 1998, AS AMENDED. 
NOTICE TO RESIDENTS OF KUWAIT 
THIS OFFERING HAS NOT BEEN APPROVED BY THE KUWAIT CENTRAL BANK OR THE KUWAIT 
MINISTRY OF COMMERCE AND INDUSTRY, NOR HAS THE COMPANY RECEIVED AUTHORIZATION 
OR LICENSING FROM THE KUWAIT CENTRAL BANK OR THE KUWAIT MINISTRY OF COMMERCE 
AND INDUSTRY TO MARKET OR SELL THE UNITS WITHIN KUWAIT. FURTHERMORE, THIS 
MEMORANDUM DOES NOT CONSTITUTE THE MARKETING OR OFFERING OF SECURITIES IN 
KUWAIT PURSUANT TO THE KUWAITI SECURITIES LAW (LAW NO. 31 OF 1990, AS AMENDED). 
NOTICE TO RESIDENTS OF MEXICO 
THE UNITS HAVE NOT BEEN REGISTERED WITH THE NATIONAL REGISTRY OF SECURITIES 
(REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND 
SECURITIES COMMISSION (COM/S/ON NACIONAL BANCARIA Y DE VALORES) AND MAY NOT BE 
OFFERED OR SOLD PUBLICLY IN MEXICO. THIS OFFER DOES NOT CONSTITUTE A PUBLIC 
OFFER UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). 
THIS PRIVATE OFFER AND ALL OTHER INFORMATION AS CONTAINED IN THIS MEMORANDUM 
ARE EXCLUSIVELY FOR THE BENEFIT OF AND DISTRIBUTION TO INSTITUTIONAL OR HIGH NET 
10 
WORTH INVESTORS. THIS MEMORANDUM AND OTHER OFFERING MATERIALS MAY NOT BE 
PUBLICLY DISTRIBUTED IN MEXICO. 
NOTICE TO RESIDENTS OF MONACO 
NEITHER THIS MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE UNITS 
MAY BE AVAILABLE TO THE PUBLIC OR USED IN CONNECTION WITH ANY OTHER OFFER FOR 
SUBSCRIPTION OR SALE OF THE UNITS IN THE PRINCIPALITY OF MONACO, AND THE UNITS 
MAY NOT BE ISSUED, OFFERED OR OTHERWISE SOLD IN THE PRINCIPALITY OF MONACO. 
NOTICE TO RESIDENTS OF THE NETHERLANDS 
THE UNITS MAY ONLY BE OFFERED, DIRECTLY OR INDIRECTLY, IN THE NETHERLANDS TO 
ENTITIES WHICH (i) ARE PROFESSIONAL MARKET PARTIES AS DEFINED IN ARTICLE I-C, 1ST 
PARAGRAPH, UNDER A OF THE EXEMPTION REGULATION ISSUED PURSUANT TO ARTICLE 4 OF 
THE ACT ON THE SUPERVISION OF SECURITIES TRADE (WET TOEZICHT EFFECTENVERKEER 
1995) AND (ii) WHICH TRADE OR INVEST IN INVESTMENT OBJECTS IN THE CONDUCT OF A 
PROFESSION OR BUSINESS WITHIN THE MEANING OF ARTICLE I OF THE EXEMPTION 
REGULATION OF 9 OCTOBER 1990 ISSUED PURSUANT TO ARTICLE 14 OF THE INVESTMENT 
INSTITUTION SUPERVISION ACT (WET TOEZICHT BELEGGINGSINSTELLINGEN OF JUNE 27, 
1990). THE UNITS MAY NOT OTHERWISE BE OFFERED, DIRECTLY OR INDIRECTLY, IN THE 
NETHERLANDS. 
NOTICE TO RESIDENTS OF QATAR 
THE UNITS HAVE NOT BEEN OFFERED, SOLD OR DELIVERED, AND WILL NOT BE OFFERED, 
SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, IN THE STATE OF QATAR IN A 
MANNER THAT WOULD CONSTITUTE A PUBLIC OFFERING. THIS MEMORANDUM HAS NOT BEEN 
REVIEWED OR REGISTERED WITH QATARI GOVERNMENT AUTHORITIES, WHETHER UNDER 
LAW. NO. 25 (2002) CONCERNING INVESTMENT FUNDS, CENTRAL BANK RESOLUTION NO. 15 
(1997), AS AMENDED, OR ANY ASSOCIATED REGULATIONS. THEREFORE, THIS MEMORANDUM 
IS STRICTLY PRIVATE AND CONFIDENTIAL, AND IS BEING ISSUED TO A LIMITED NUMBER OF 
SOPHISTICATED INVESTORS, AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER 
PURPOSE, NOR PROVIDED TO ANY PERSON OTHER THAN RECIPIENT THEREOF. 
NOTICE TO RESIDENTS OF RUSSIA 
UNDER RUSSIAN LAW, THE UNITS ARE SECURITIES OF A FOREIGN ISSUER. NEITHER THE 
ISSUE OF THE UNITS NOR A SECURITIES PROSPECTUS IN RESPECT OF THE UNITS HAS BEEN, 
OR IS INTENDED TO BE, REGISTERED WITH THE FEDERAL SERVICE FOR FINANCIAL MARKETS 
OF THE RUSSIAN FEDERATION, AND HENCE THE UNITS ARE NOT ELIGIBLE FOR INITIAL 
OFFERING OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION. THE INFORMATION 
PROVIDED IN THIS MEMORANDUM IS NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, TO 
SELL, EXCHANGE OR OTHERWISE TRANSFER THE UNITS IN THE RUSSIAN FEDERATION OR TO 
OR FOR THE BENEFIT OF ANY RUSSIAN PERSON OR ENTITY. 
EACH OF THE AGENTS HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD 
AND WILL NOT OFFER OR SELL ANY UNITS TO OR FOR THE BENEFIT OF ANY PERSONS 
RESIDENT, INCORPORATED, ESTABLISHED OR HAVING THEIR USUAL RESIDENCE IN RUSSIA OR 
TO ANY PERSON LOCATED WITHIN THE TERRITORY OF RUSSIA UNLESS AND TO THE EXTENT 
OTHERWISE PERMITTED UNDER RUSSIAN LAW. 
NOTICE TO RESIDENTS OF SAUDI ARABIA 
THIS MEMORANDUM MAY NOT BE DISTRIBUTED IN THE KINGDOM EXCEPT TO THE EXTENT 
PERMITTED UNDER THE RULES GOVERNING EXEMPT OFFERS AS SET FORTH IN THE OFFERS 
11 
OF SECURITIES REGULATIONS (THE "REGULATIONS"). IT SHOULD NOT BE DISTRIBUTED TO 
ANY OTHER PERSON, OR RELIED UPON BY ANY OTHER PERSON. 
THE CAPITAL MARKET AUTHORITY DOES NOT TAKE ANY RESPONSIBILITY FOR THE CONTENTS 
OF THIS MEMORANDUM, DOES NOT MAKE ANY REPRESENTATION AS TO ITS ACCURACY OR 
COMPLETENESS, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS 
ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS MEMORANDUM. 
PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD CONDUCT 
THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO THE 
SECURITIES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS DOCUMENT YOU SHOULD 
CONSULT AN AUTHORIZED FINANCIAL ADVISER. 
NOTICE TO RESIDENTS OF SINGAPORE 
As to the Class A Shares 
THIS MEMORANDUM HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY 
AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS MEMORANDUM AND ANY OTHER DOCUMENT 
OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION 
OR PURCHASE, OF CLASS A SHARES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY 
SUCH CLASS A SHARES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION 
FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN 
SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE 
SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE "SFA"), (II) TO A RELEVANT 
PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A), AND IN ACCORDANCE WITH THE 
CONDITIONS, SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND 
IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA. 
WHERE SUCH CLASS A SHARES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 BY A 
RELEVANT PERSON WHICH IS: 
(A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A 
OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE 
SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN 
ACCREDITED INVESTOR; OR 
(B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE 
PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS AN INDIVIDUAL 
WHO IS AN ACCREDITED INVESTOR, 
SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR 
THE BENEFICIARIES' RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL 
NOT BE TRANSFERRED WITHIN 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS 
ACQUIRED SUCH CLASS A SHARES PURSUANT TO AN OFFER MADE UNDER SECTION 275 
EXCEPT: 
(1) TO AN INSTITUTIONAL INVESTOR (FOR CORPORATIONS, UNDER SECTION 274 OF THE SFA) 
OR TO A RELEVANT PERSON DEFINED IN SECTION 275(2) OF THE SFA, OR TO ANY PERSON 
PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND 
UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS AND 
INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN S$200,000 
(OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH 
AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, 
AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN 
SECTION 275 OF THE SFA; 
(2) WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER; OR 
12 
(3) WHERE THE TRANSFER IS BY OPERATION OF LAW. 
As to the Common LP Units 
THIS MEMORANDUM HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY 
AUTHORITY OF SINGAPORE AND THIS OFFERING IS NOT REGULATED BY ANY FINANCIAL 
SUPERVISORY AUTHORITY PURSUANT TO ANY LEGISLATION IN SINGAPORE. YOU SHOULD 
ACCORDINGLY CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU. 
EACH INVESTOR AGREES THAT THIS MEMORANDUM AND ANY OTHER DOCUMENT OR 
MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR 
PURCHASE, OF COMMON LP UNITS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY 
SUCH COMMON LP UNITS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN 
INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO 
PERSONS IN SINGAPORE OTHER THAN INSTITUTIONAL INVESTORS (AS DEFINED IN SECTION 
4A OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE ("SFA")), 
ACCREDITED INVESTORS (AS DEFINED IN SECTION 4A OF THE SFA) OR ANY PERSON 
PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH COMMON LP UNITS ARE 
ACQUIRED AT A CONSIDERATION OF NOT LESS THAN S$200,000 (OR ITS EQUIVALENT IN A 
FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR 
IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS. 
NOTICE TO RESIDENTS OF SPAIN 
NO PUBLIC OFFERING OF THE COMMON LP UNITS WILL BE CARRIED OUT IN THE SPANISH 
TERRITORY, PURSUANT TO THE DEFINITION OF PUBLIC OFFER CONTAINED IN ARTICLE 30 BIS 
OF THE SECURITIES MARKET LAW 24/1988, OF JULY 28. CONSEQUENTLY, THIS MEMORANDUM 
HAS NOT BEEN AND WILL NOT BE VERIFIED OR REGISTERED WITH THE SPANISH SECURITIES 
MARKET COMMISSION (COMISION NACIONAL DEL MERCADO DE VALORES, "CNMV"). 
NOTICE TO RESIDENTS OF SWITZERLAND 
THE UNITS ARE BEING OFFERED BY WAY OF A PRIVATE PLACEMENT TO A LIMITED NUMBER OF 
INVESTORS WITHOUT ANY PUBLIC OFFERING IN OR FROM SWITZERLAND. THIS 
MEMORANDUM AND ANY OTHER OFFERING MATERIAL RELATING TO THE UNITS ARE INTENDED 
SOLELY FOR THE RECIPIENT; THE INFORMATION THEREIN IS STRICTLY CONFIDENTIAL AND 
THEREFORE MAY NOT BE DISTRIBUTED TO ANY THIRD PARTY OR THE PUBLIC IN GENERAL. 
NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES ("UAE") 
BY RECEIVING THIS MEMORANDUM, THE PERSON OR ENTITY TO WHOM IT HAS BEEN ISSUED 
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THIS MEMORANDUM HAS NOT BEEN 
APPROVED BY THE UAE CENTRAL BANK, THE UAE MINISTRY OF ECONOMY OR ANY OTHER 
AUTHORITY IN THE UAE, NOR ARE THE AGENTS AUTHORIZED OR LICENSED BY THE UAE 
CENTRAL BANK, THE UAE MINISTRY OF ECONOMY OR ANY OTHER AUTHORITY IN THE UAE TO 
MARKET OR SELL THE UNITS IN THE COMPANY WITHIN THE UAE. NO MARKETING OF ANY 
FINANCIAL PRODUCTS OR SERVICES HAVE BEEN OR WILL BE MADE FROM WITHIN THE UAE 
AND NO SUBSCRIPTION TO ANY SECURITIES, PRODUCTS OR FINANCIAL SERVICES MAY OR 
WILL BE CONSUMMATED WITHIN THE UAE. 
THE AGENTS ARE NOT LICENSED BROKERS, DEALERS, FINANCIAL ADVISORS OR INVESTMENT 
ADVISORS UNDER THE LAWS APPLICABLE IN THE UAE, AND DO NOT ADVISE INDIVIDUALS 
RESIDENT IN THE UAE AS TO THE APPROPRIATENESS OF INVESTING IN OR PURCHASING OR 
SELLING SECURITIES OR OTHER FINANCIAL PRODUCTS, NOTHING CONTAINED IN THIS 
MEMORANDUM IS INTENDED TO CONSTITUTE INVESTMENT, LEGAL, TAX, ACCOUNTING OR 
OTHER PROFESSIONAL ADVICE IN, OR IN RESPECT OF, THE UAE. 
13 
THIS MEMORANDUM IS FOR YOUR INFORMATION ONLY AND NOTHING IN THIS MEMORANDUM 
IS INTENDED TO ENDORSE OR RECOMMEND A PARTICULAR COURSE OF ACTION. YOU SHOULD 
CONSULT WITH AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE RENDERED ON THE 
BASIS OF YOUR SITUATION. 
NOTICE TO RESIDENTS OF THE UNITED KINGDOM 
THE COMPANY IS AN UNREGULATED COLLECTIVE INVESTMENT SCHEME FOR THE PURPOSES 
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), THE PROMOTION OF WHICH IN 
THE UNITED KINGDOM IS RESTRICTED BY THE FSMA. IF MADE BY A PERSON WHO IS NOT AN 
AUTHORISED PERSON UNDER FSMA, THE ISSUE OR DISTRIBUTION OF THIS DOCUMENT IN THE 
UNITED KINGDOM MAY ONLY BE MADE TO AND DIRECTED AT PERSONS WHO (I) ARE 
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19 OF THE FINANCIAL SERVICES AND 
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005; OR (II) ARE PERSONS TO WHOM 
THE PROMOTION MAY OTHERWISE BE LAWFULLY MADE. IF MADE BY A PERSON WHO IS AN 
AUTHORISED PERSON UNDER FSMA, THE ISSUE OR DISTRIBUTION OF THIS DOCUMENT IN THE 
UNITED KINGDOM MAY ONLY BE MADE TO AND DIRECTED AT PERSONS WHO (I) ARE 
INVESTMENT PROFESSIONALS WITHIN ARTICLE 14 OF THE FINANCIAL SERVICES AND 
MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) 
ORDER 2001; OR (II) ARE PERSONS TO WHOM THE PROMOTION MAY OTHERWISE BE LAWFULLY 
MADE. TRANSMISSION OF THIS DOCUMENT TO ANY OTHER PERSON IN THE UNITED KINGDOM 
IS UNAUTHORISED AND MAY CONTRAVENE THE FSMA. IN THE UNITED KINGDOM, 
PARTICIPATION IN THE COMPANY IS AVAILABLE ONLY TO SUCH PERSONS AND PERSONS OF 
ANY OTHER DESCRIPTION SHOULD NOT RELY ON THIS DOCUMENT 
14 
NON-GAAP FINANCIAL MEASURES 
EBITDA, Adjusted EBITDA and Adjusted EBITDAR (including pro forma presentations thereof) and the 
related ratios presented in this Memorandum are supplemental measures of our performance that are not 
required by, or presented in accordance with, generally accepted accounting principles in the U.S. 
("GAAP"). EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not measurements of our financial 
performance under GAAP and should not be considered as alternatives to net income, operating income 
or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow 
from operating activities as a measure of our liquidity. 
EBITDA represents net income before net interest expense, income tax expense, depreciation (including 
impairment charges) and amortization. Pro forma presentations of EBITDA have also added back 
KinderCare Learning Centers, Inc.'s ("KinderCare") discontinued operations, consistent with KLC's 
treatment of center closures and sales and KinderCare's historical presentation of EBITDA. Adjusted 
EBITDA represents EBITDA plus (i) expenses (minus gains) that we do not consider reflective of our 
ongoing operations after the KinderCare acquisition, as further described in this Memorandum and (ii) 
management fees which are subordinated to our obligations on our 7%% senior subordinated notes (the 
"Notes") and which are added back in measuring our performance for purposes of our ability to incur debt 
under our indenture. Our actual and projected Adjusted EBITDA, where applicable, also exclude non-
cash stock-based compensation expense, which is also excluded under our indenture; accruals under our 
stock appreciation rights ("SAR") plan; and accruals under our long term incentive plan, which are non-
cash at the time of award and vest and become payable in three years subject to continued employment 
(with certain exceptions). Our pro forma Adjusted EBITDA for 2005 excludes restructuring and integration 
charges associated with the KinderCare acquisition and the cost of operating parallel organizations during 
the integration process, which management does not consider reflective of ongoing operations. Adjusted 
EBITDAR is Adjusted EBITDA plus rent expense. We present EBITDA, Adjusted EBITDA and Adjusted 
EBITDAR because we consider them to be important supplemental measures of our performance and 
believe they are frequently used by securities analysts, investors and other interested parties in the 
evaluation of issuers, many of which present EBITDA and/or Adjusted EBITDA and/or Adjusted EBITDAR 
when reporting their results. 
We are basing our executive incentive compensation payments in part on our performance measured 
using Adjusted EBITDA including adjustments described herein. We also use financial measures similar 
to Adjusted EBITDA, though subject to certain different adjustments, in the senior credit facility that we 
entered into in connection with the KinderCare acquisition and the indenture governing the Notes to 
measure our compliance with covenants such as interest coverage and debt incurrence. Measures 
similar to Adjusted EBITDA are also widely used by us and others in our industry to evaluate and price 
potential acquisition candidates. For example, we evaluated the KinderCare acquisition and our 2003 
acquisition of ARAMARK Educational Resources to a significant degree based on their historical and 
potential EBITDA, as adjusted for items we did not consider representative of post-acquisition operations. 
We believe EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to 
period and company to company by backing out potential differences caused by variations in capital 
structures (affecting relative interest expense), tax positions (such as the impact on periods or companies 
of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities 
and equipment (affecting relative depreciation expense). We believe Adjusted EBITDAR is a useful 
measure of performance independent of occupancy costs. 
We calculate Adjusted EBITDA by adjusting EBITDA to eliminate the impact of a number of items we do 
not consider indicative of our ongoing operations and for the other reasons noted above. For the reasons 
indicated herein, you are encouraged to evaluate each adjustment and whether you consider it 
appropriate. In addition, in evaluating Adjusted EBITDA and Adjusted EBITDAR, you should be aware 
that in the future we may incur expenses similar to the adjustments in the presentation of Adjusted 
EBITDA and Adjusted EBITDAR. Our presentation of Adjusted EBITDA and Adjusted EBITDAR should 
not be construed as an inference that our future results will be unaffected by unusual or non-recurring 
items. 
15 
EBITDA, Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools, and you should 
not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. 
Some of these limitations are: 
• they do not reflect our cash expenditures for capital expenditures or contractual commitments; 
• they do not reflect the cost of our non-cash stock-based compensation or our SAR plan or long term 
incentive plan or the expense associated with allocating Profits Participation LP Units (as defined 
below) to employees; 
• they do not reflect changes in, or cash requirements for, our working capital; 
• they do not reflect the significant interest expense, or the cash requirements necessary to service 
interest or principal payments, on our indebtedness; 
• they do not reflect management fees; 
• although depreciation and amortization are non-cash charges, the assets being depreciated and 
amortized will often have to be replaced in the future, and our non-GAAP measures do not reflect cash 
requirements for such replacements or the related expense; 
• they do not reflect the impact of earnings or charges resulting from the significant costs we have 
incurred in integrating KinderCare, and we are likely to incur significant integration costs in future 
acquisitions; 
• other companies, including other companies in our industry, may calculate these measures differently 
than we do, limiting their usefulness as a comparative measure; and 
• they do not comply with the requirements of Item 10(e) of Regulation S-K or Regulation G of the 
Securities and Exchange Commission ("SEC"). 
Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDAR should not be 
considered as measures of discretionary cash available to us to invest in the growth of our business or 
reduce our indebtedness. We compensate for these limitations by relying on our GAAP results as well as 
these non-GAAP measures. 
For more information, see our consolidated financial statements and the notes to those statements 
included elsewhere in this Memorandum. 
FORWARD-LOOKING STATEMENTS 
This Memorandum contains forward-looking statements, which involve risks and uncertainties. You can 
identify forward-looking statements because they contain words such as "anticipates," "expects," 
"should," 'intends," "plans," "believes," "seeks," "estimates," "will," "may," "approximately" and similar 
expressions which concern, among other things, the Company's results of operations, financial condition, 
liquidity, prospects, growth, strategies and the industry in which the Company operates. Examples 
include statements regarding anticipated growth in revenue, net income and EBITDA, expectations 
regarding the likelihood of recurrence of certain charges and gains, expectations regarding capital 
investments, and expectations regarding future cash generated from operations. These forward-looking 
statements are based on our management's current expectations, assumptions, estimates and 
projections about us and our industry. You are cautioned that actual results could differ from those 
16 
anticipated by the forward-looking statements. Investors are cautioned not to place undue reliance on the 
projections contained in this Memorandum or other models and forecasts they may receive or discuss in 
connection with this offering. 
Important factors that could cause our actual results, performance or achievements to be materially 
different from any future results, performance or achievements expressed or implied by those statements 
include, but are not limited to, those discussed under "Risk Factors," elsewhere in this Memorandum. 
The following list represents some, but not necessarily all, of the factors that could cause actual results to 
differ from historical results or those anticipated or predicted by any forward-looking statements: 
• we may be unable to identify, consummate or obtain favorable terms on acquisitions of businesses or 
interests therein, which is a principal component of our growth strategy; 
^ our international expansion strategy is untested, and our acquisition and development of non-U.S. 
businesses may not be successful; 
• the loss of any of our key management employees could adversely affect our business; 
• we have a substantial level of indebtedness and plan to incur additional debt; 
• we face intense competition in the early childhood care and education services industry from 
numerous other types of providers; 
• we may acquire companies that are not well-established or experiencing financial difficulties; 
• we rely on the management teams of our subsidiaries, who may not be able to operate them in 
accordance with our plans; 
• we may acquire minority interests in various companies (such as k12 Inc. ("k12")) and we may not be 
able to protect our interests adequately in respect of such investments; 
• we or our subsidiaries may be unable to raise additional financing which may be needed to satisfy 
certain of our subsidiaries' working capital requirements; 
• failure to comply with present or future applicable U.S. or foreign governmental regulation and 
licensing requirements could have a material adverse effect on our operations; 
• activities of Knowledge Universe Learning Group LLC C'KULG), the parent entity of the General 
Partner and/or its Principals may be competitive with the Company; conflicts of interest may arise with 
the Principals and their affiliates; the Company may not engage in certain businesses; 
• litigation and adverse publicity concerning incidents at child care centers could hurt our reputation; 
• our insurance policies may prove inadequate to cover claims, and we may be unable to maintain our 
existing coverage in the future at reasonable prices; 
• factors beyond our control, such as economic conditions, could affect demand for our child care 
services; 
17 
NM a loss or reduction of government funding for child care assistance programs or food reimbursement 
programs could adversely affect us; 
if a termination or reduction of tax credits for child care could have a material adverse effect on our 
business; 
si if we (or our subsidiaries) are unable to attract and retain sufficient qualified employees, if minimum 
wage rates increase or if our employees (or our subsidiaries' employees) unionize, our results of 
operations may be adversely affected; 
12 our results of operations could be adversely affected if environmental contamination is discovered on 
any of our properties; and 
II material weaknesses in KLC's internal controls discovered during KLC's fiscal year 2005 audit. 
BACKGROUND DATA 
Industry and market data used throughout this Memorandum is based on independent industry 
publications, government publications, reports by market research firms and other published independent 
sources. Some data is also based on our good faith estimates, which are derived from our review of 
internal surveys and independent sources. Such information necessarily incorporates significant 
assumptions as to factual or other matters. Although we believe these sources are reliable, we have not 
independently verified the information from third party-sources or the assumptions on which such 
information is based and cannot guarantee its accuracy or completeness. Some of the industry data 
contained in this Memorandum has not been updated because we have been unable to obtain more 
recent data. Although we are not aware of trends contrary to those reflected in such data (except as 
otherwise stated), we cannot assure you that such data are indicative of current trends. 
TRADEMARKS 
The intellectual property portfolio of the Company includes registered and unregistered trademarks and 
service marks and collective trademarks that distinguish the services and products that it offers from 
those services and products offered by other companies. 
In addition, the Company has applied to register certain other trademarks, service marks and collective 
trademarks in the U.S. and other countries, and likely will seek to register additional marks in the future. 
A federal registration in the U.S. is effective for ten years and may be renewed for ten-year periods 
perpetually, subject only to required filings based on continued use of the mark by a registrant. It is 
possible that some of these applications to register additional marks will not result in registrations. 
KLC's primary trademarks are "Knowledge Learning Corporation," "Children's World," "Knowledge 
Beginnings," "Children's Discovery Centers" and "Medallion School Partnerships." 
KinderCare owns and uses various registered and unregistered trademarks and service marks covering 
the name "KinderCare," its schoolhouse logo and a number of other names, slogans and designs, 
including "KinderCare at Work" and "Mulberry." 
k12's primary trademarks are the k12 star logo, the word mark and design, which are licensed from an 
entity controlled by the Principals. 
All other product and company names referred to in this Memorandum are trademarks and registered 
trademarks of their respective companies. 
18 
1. EXECUTIVE SUMMARY 
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this 
Memorandum. You should carefully consider the information set forth under "Risk Factors". The term "KUE" refers 
only to Knowledge Universe Education L.P., a Cayman Islands exempted limited partnership. The terms "Knowledge 
Universe Education", the "Company", "we", "us" and "our" refer to KUE and, where applicable, its subsidiaries, and 
do not refer to the Agents. In November 2005, KLC separated its education operations ("KLC OpCo') from its real 
estate assets ("KLC PropCo'). 
1.1. Company Overview 
KUE is the third largest for-profit education company in the world and the largest for-profit education 
company in the pre-school to 12th grade segment ("pre-K-12") in the world. While the Company's 
operations are currently based within the U.S., the proceeds from this transaction will be used primarily to 
expand KUE's education platform both globally and across the pre-K-12 education continuum. KUE's 
existing portfolio of assets consists of: 
(i) 
KLC OpCo, the leading early childhood education 
("ECE") company with 2,507 locations in 39 states 
and the District of Columbia and nearly two and a 
half times larger than its next closest competitor in 
terms of revenue; 
(ii) KLC PropCo, one of the largest education based 
real estate portfolios in the U.S. consisting of 845 
early childhood centers located in 37 states; and 
Knowledge Universe 
Education LP 
87.6%1 
KUE Management Inc. 
(General Partner) 
17.9% to 40.0%2 
Knowledge Learning 
Corporation (KLC) 
k12 Inc. 
(iii) A significant interest in k12, an online curriculum 
provider and kindergarten through 12th grade management company, currently serving over 
25,000 students as the largest operator of online virtual schools in the U.S. 
The principal owners of KUE are Michael Milken, Lowell Milken and Steven Green (collectively the 
"Principals"). Michael Milken and Lowell Milken each has more than two decades of experience in the 
education sector through involvement in several for-profit and not-for-profit initiatives. Steven Green, 
former U.S. ambassador to Singapore, has more than two decades of experience as an international 
industrialist leading major corporate restructurings and expansions in manufacturing, housing, consumer 
products, retail and real estate enterprises. The Company represents the Principals' sole vehicle for 
equity investment opportunities in the pre-K-12 sector going forward. 
The Principals founded the Company and its affiliated companies over the past decade based on their 
vision of a world where competition for human capital3 is becoming the driving force of economic 
prosperity. To remain competitive in the world economy, countries will be forced to invest heavily in the 
development of their human capital. The Principals believe that an investment made in an individual's 
education, especially at a young age, is the most effective way to build human capital and thereby 
increase that individual's lifelong productivity. As the largest for-profit provider of ECE in the world, the 
Company is well positioned to capitalize on these trends. 
:The 12.4% minority position is held by various investors. 
KUE's ownership varies depending on the liquidation value or sale value of k12 and according to the preference of the various securities KUE owns. 
At higher valuations, KUE's percentage ownership is lower. See "k12 Inc. (k12) — k12 Equity." 
3 The economic theory of Human Capital Policy was first published by University of Chicago professor James Heckman in Human Capital Policy, dated 
August 2002. 
19 
Education is one of the largest sectors in the world, representing approximately 5% of global gross 
national income of $48 trillion.4 In 2005 in the U.S. alone, education was a $1 trillion market.' Education 
is still predominantly provided by public / governmental entities in most countries including the U.S. KUE 
believes that the industry will converge towards a more balanced public / private system, similar to the 
evolution observed in the 20th century in other major industries such as healthcare, infrastructure and 
telecommunications. 
The Company's strategy is to grow its existing platforms both domestically and internationally and to 
expand its assets globally across the pre-K-12 education continuum. In addition to its current investments 
in ECE and online curriculum, KUE will seek to expand by acquiring education companies offering 
services or products that can complement its current offering. KUE believes that owning a diversified 
portfolio of assets in the pre-K-12 education space will allow it to leverage content and best practices 
across multiple constituencies and to multiple markets. KUE's strategy in U.S. ECE is to expand its 
existing platform through the opening of new centers, opportunistic acquisitions of smaller competitors 
and the sale of education-related products and services through existing channels. Internationally, KUE 
has identified several near-term opportunities to expand into Europe, the Middle-East and Asia, with some 
of these opportunities in advanced stages of preparation. 
Management has a history of successfully growing through acquisitions. In May 2003, KLC acquired 
Aramark Educational Resources ("AER"), a company three times its size in terms of revenue. 
Management completed the integration of AER in approximately 12 months, realizing approximately $10 
million in net annual synergies and improving operational performance. In January 2005, the Company 
acquired KinderCare, the largest provider of ECE services in the U.S. at the time. Management achieved 
approximately $25 million in net annualized synergies through the closing of under-performing centers 
and the rationalization of corporate overhead. In November 2005, KLC separated its education 
operations (KLC OpCo) from its real estate assets (KLC PropCo). Management believes this division 
allows KLC OpCo management to focus on the core business of operating and growing the ECE 
business while the maximization of the valuable educational real estate portfolio is managed and 
expanded by a professional real estate firm, Greenstreet Real Estate Partners (formerly Greenstreet 
Realty Partners, L.P.), and also represents management's view of KLC's component businesses. 
Management believes that KUE presents an attractive financial profile with its combination of businesses: 
(i) KLC OpCo, which generated $1.48 billion in pro forma revenue and $150 million in pro forma Adjusted 
EBITDA6 in 2005, is projected to grow organically to $2.3 billion and $320 million by 2011, respectively 
and to generate operating cash flow growing from $72 million in 2005 to $214 million in 2011; (ii) a real 
estate portfolio in KLC PropCo that generated an additional $88 million in pro forma EBITDA in 2005; and 
(Hi) an investment in k12, which continues to deliver top line growth in excess of 25% and has seen its 
revenue grow at a 133% compounded annual growth rate over the last three fiscal years (from $6.7 
million in 2002 to $85.1 million in 2005). 
1.2. Investment Rationale 
1.2.1 Attractive Industry Characteristics 
ri The global for-profit education market is large and growing 
° Source: UNESCO Institute for Statistics database. 
6 Source: US Department of Education National Center for Education Statistics and Training Magazine and Harris Nesbitt research. 
° Pro forma for the acquisition of KinderCare and the separation of KLC into KLC OpCo and KLC PropCo. 
20 
Education is one of the largest sectors in the world and represents a large portion of a country's 
investments 
— Represents approximately 5% of global gross national income of $48 trillion. In the U.S. alone, 
education represents a $1 trillion market with for-profit education accounting for approximately $81 
billion or 7.8% of the overall market. 
— The pre-K-12 segment of the education market is approximately a $610 billion market, with for-
profit pre-K-12 education accounting for approximately $37.4 billion, over 6.1% of the pre-K-12 
market/ 
The for-profit education sector is growing at an attractive rate 
— U.S. education spending has grown at a stable compound annual growth rate ("CAGR") of 5.7% 
since 1993. The for-profit component of this industry (pre-K-12, post secondary and corporate 
training) is projected to grow faster than the overall historical industry growth rate, at a 7.4% annual 
rate, reflecting the increasing importance of for-profit operations in the sector, to reach a market 
size of $116 billion by 2010.7 
— In addition, these estimates do not reflect the growing segment of direct to consumer educational 
materials such as supplemental tutoring, which represented an estimated $20 billion of additional 
spending in 2004. 
• Increasing competition for human capital 
To remain competitive in the global economy, countries are investing heavily in the development of their 
human capital, especially at young ages 
— According to the World Bank's World Education Indicators, worldwide enrollment rates in pre-
primary education increased by 37% from 1995 to 2003.8 
— KUE believes that education companies will become significantly more valuable as countries 
become increasingly aware of the competitive advantages afforded by education. Of the top 100 
global companies by market cap, not a single education company is represented on the list. 
As globalization of the economy and improving technologies flatten the playing field, demand for more 
standardized education across regions increases  
— KUE believes that increasingly global education standards, enhanced workforce mobility and new 
technologies are catalysts of world competition for human capital. 
• Several international growth opportunities 
The Company is starting to execute on its international development strategy 
— In the near term, the Company is focusing on opportunities identified in the United Kingdom, Saudi 
Arabia, the United Arab Emirates and China. Depending on the state and organization of each 
country's education sector, KUE's development will be executed through cooperation with 
government authorities, outright acquisitions and/or the establishment of partnerships with key local 
players. 
7 Source: Harris Nesbitt, Education and Training, September 2005. 
Source: Education Trends in Perspective: Analysis of the World Education Indicators, 2005. 
21 
— These initiatives could provide three key regional platforms for further development and 
consolidation. 
In the medium term, numerous opportunities for KUE should be generated by the increasing demand for 
quality for-profit educational offerings by governments and citizens around the world  
— Competitive pressures for development of human capital, deficiencies of national education 
systems, growth of a middle-class in China, India and the Middle East, demand for English 
language offerings and changing demographics are some of the primary drivers of increased 
demand internationally. 
— In China alone, 274 million children are under the age of 15, and 100 million are single-children 
under the age of 25, as a result of the one-child policy. These demographics result in large 
demand for education and increased spending capacity per child. 
I• Favorable demographic trends and customer behavior in the U.S. 
Growing number of working mothers 
— According to the Bureau of Labor Statistics (BLS) estimates, women are expected to represent 
nearly 48% of the total U.S. workforce by 2012, up from 46.6% in 2002.° 
— In the U.S., approximately 60% of mothers with children under the age of six are employed. 
Increasing birth rate  
— There are approximately 24 million children under the age of five in the U.S. today. According to 
the U.S. Census Bureau, absolute birth rates are going to continue to increase, and the population 
of children in the U.S. five and under is expected to increase to approximately 27 million by 2015.10 
Essential nature of the service to the consumer 
— As with healthcare, parents are primarily focused on the quality of the service that their child 
receives and the proximity of the center to their home or work; price is typically a secondary 
consideration. By relieving parents of the requirement to stay at home with their children, ECE 
allows both men and women to participate in the workforce and generate income for the 
household. 
1.2.2 Compelling Business Profile 
• KUE presents an attractive financial profile 
For the fiscal year ended December 31, 2005, KLC OpCo had operations in 39 states and Washington 
D.C. and generated pro forma revenue of $1.48 billion  
— With organic growth projected to be in excess of 5% per annum through 2011, geographic diversity 
and double-digit Adjusted EBITDA margins, KLC OpCo can generate attractive returns. 
— KLC OpCo generates strong operating cash flow (48% of 2005 pro forma Adjusted EBITDA) which 
provides significant resources to fund investment and support equity return-enhancing leverage, a 
° Source: Harris Nesbitt, Education and Training, September 2005. 
1° Source: Population Projections Branch, U.S. Census Bureau, "US. Interim Projections by Age, Sex, Race and Hispanic Origin," May 2004. 
22 
capability that is expected to increase in line with the 13.5% Adjusted EBITDA CAGR projected 
until 2011. 
k12 continues to grow at an impressive rate, with annual enrollment growth proiected in excess of 25% 
over the next two years 
— Many of k12's direct costs are semi-fixed in nature (e.g., school administration) creating strong 
economies of scale as this business continues to grow. 
— With $70 million invested in the development of the platform for kindergarten to 9th grade classes, 
extension of the offering into new states and schools is expected to be achieved at relatively low 
costs. 
• Leading market position in early childhood education with significant brand equity 
Leading market positions in early childhood education and before and after school programs 
___ Largest U.S. provider of ECE services (1,934 centers). 
KLC OpCo's U.S. 
Market Position 
Organization 
LTM 
Capacity Revenue' Centers 
Owner 
KLC OpCo 	253,000 	$1,477.7' 	1,934 	KUE 
La Petite Academy 	89,000 	411.1 	649 	JP Morgan 
Bright Horizons 	66,350 	625.3 	616 	Public 
ABC Learning' 	69,000 	220.7 	460 	Public 
LTM revenue in millions. KLC OpCo and Bright Horizons LTM as of 12./31/05, La Petite LTM as of 
2/28/06, ABC (Learning Care Group) LTM as of 10/14/05. 
2 Pro forma for the effects of the acquisition of KinderCare in January 2005 and for the separation of 
KLC into KLC OpCo and KLC PropCo in November 2005, as if those transactions and related 
financing had occurred on January 1, 2004. 
3 Represents ABC's presence within the U.S. pro forma for the acquisition of the Learning Care 
Group. ABC has approximately 1,167 total centers (707 of which are located in Australia and New 
Zealand) and combined LTM revenue of $441.1 million using Learning Care Group LTM revenue of 
$220.7 million as of 10/14/05 and ABC LTM revenue of $292.7 million AUD as of 6/30/05, converted 
at an average exchange rate of .753 AUD/USD from 6/30/04 to 6/30/05. 
— Second largest U.S. provider of ECE to employers (122 centers). 
— Largest U.S. for-profit provider of before and after school programs (573 sites). 
High brand awareness and customer recognition  
— The programs are marketed primarily under the KinderCare, Children's Discovery Centers, 
Knowledge Beginnings, and Children's World brand names. KinderCare enjoyed 87% aided 
awareness as of November 2005.11 
• Superior competitive position of KLC OpCo as a result of proprietary curriculum, standards of 
excellence and experience and scale 
11 Source: Parthenon Conjoint Survey. 
23 
KLC OpCo has leveraged its scale and operational expertise to roll out a proprietary curriculum and to 
provide enhanced corporate level services 
— Curriculum has been developed, rolled out and refined over many years and provides a significant competitive advantage in an industry where small independent players do not have the resources to develop comparable programs. — Operational leverage allows for enhanced marketing, back-office, legal and compliance functions, keeping KLC OpCo at the forefront of education standards. Controls that meet or exceed requirements established by licensing authorities, state and federal 
government and accrediting bodies 
— Controls include rigorous and stringent hiring procedures and uniform rules for conduct. — 43% of KLC OpCo's centers, over four times the industry average of 10%, are accredited by the National Association for the Education of Young Children (referred to herein as "NAEYC"), the nation's leading accreditation body. Management believes that all the Company's centers' operations and policies meet or are substantially compliant with NAEYC accreditation requirements. • A compelling business model at k12 As the state of education across the U.S. is generating increasing concerns, k12 provides a compelling 
value proposition 
— Children continue to perform poorly on assessment tests geared to measure reading, writing and math skills. The passing of legislation such as the "No Child Left Behind Act of 2001" which, among other things, provides for increased funding for education and implementation of achievement level standards, demonstrates the commitment of government to address the issue. Technology and content platform easily leverageable to provide results-driven curriculum and service 
— With $70 million invested in the development of the platform for kindergarten to 9th grade classes, extension of the offering into new states and schools is expected to be achieved at relatively low costs. — k12 benefits from stable demand for its curriculum and services which is reflected by current reenrollment rates of 65% to 70%. — Many of the direct costs are semi-fixed in nature (e.g., school administration) creating strong economies of scale as this business continues to grow. • Valuable real estate portfolio of centers providing solid asset base 845 owned centers recently appraised at approximately $1.25 billion12 
— New organization separating management of real estate assets allows KLC OpCo education teams to focus on the core education business. — Long term partnership with Greenstreet Real Estate Partners ensuring state-of-the-art management of the real estate assets by a leader in this field. 
12 Actual appraisal was for 713 out of 845 centers and the appraised value was $1.1 billion. The $1.25 billion is achieved by taking the independent appraisal valuation methodology and extrapolating it to the remaining 132 centers. 
24 
B Strong leadership teams 
KUE 
___ Strong team of highly experienced professionals at the KUE level, led by CEO Lowell Milken, 
Chairman Michael Milken and Vice-Chairmen Steven Green and Ted Sanders. The team 
contributes an average of more than two decades of experience in their respective fields to KUE. 
___ Providing corporate headquarters support services in the areas of strategy and business 
development, acquisitions, recruiting of executives, communication and government relations. 
KLC OpCo 
— Highly experienced management team comprised of both experts in the field of education (C00 Dr. 
Elanna Yalow has substantial experience operating for-profit ECE centers), as well as business 
professionals. 
— Seasoned executive and middle management team with average Company tenure of ten years. 
k12 
— Chairman, Founder and acting CEO Ron Packard has extensive experience in the K-12 education 
space and was previously with KLC before founding k12. John Baule, Executive Vice President 
and CFO, served as CFO of Headstrong for five years before joining k12. 
1.2.3 Value Creating Strategy 
• Value is created by owning assets across the pre-K-12 education continuum 
Incremental value is expected to be created from strategic and financial synergies inherent in a global 
platform  
— The Company can exploit the similarities in various education markets by capitalizing on the assets 
it owns (e.g., using KLC's expertise to establish similar operations across geographies and across 
the pre-K-12 education continuum). 
— Sharing of best practices globally and ability to cross-sell products and services to the Company's 
customers. 
— Entry into less structured international markets early in their development cycle to establish 
attractive competitive positions. 
• Multiple growth opportunities at KLC and k12 
Top line organic growth at KLC OpCo is expected to be driven by several factors:  
___ Historically the industry has demonstrated a pattern of price increases above inflation. Historical 
industry data shows an average tuition rate increase of 7% per annum.13 
— Higher "Utilization"14 resulting from increased student enrollment, improved retention rates, further 
network rationalization to better align supply with demand, more favorable center build rate in the 
broader industry and favorable macro trends. 
"Source: The National Economic Impacts of the Child Care Sector 2002. 
25 
— The ECE industry generates approximately $54 billion in total spending in the U.S. and has grown 
at a compound annual growth rate of 10% since 1982. It is expected to grow at a 3.4% 
compounded annual rate through 2010 according to Harris Nesbitt research. The ECE industry's 
growth has been driven by several favorable social and demographic trends including: the increase 
in working mothers and single-parent or dual-income families, historically high birth rates, and 
increase in popularity of center-based care. 
___ Net opening of new centers as the integration of KinderCare winds down and the number of center 
openings starts exceeding the number of closures. 
— Leverage of KLC OpCo's footprint to market additional educational products and services to the 
more than 300,000 children KLC OpCo interacts with each year, their parents, grandparents and 
other child care providers. Selected incremental revenue opportunities include: foreign language or 
music lessons, educational materials and financial services (life insurance, health insurance, tuition 
financing, etc.). 
Growth through acquisitions and industry consolidation  
— Consolidation strategy supported by the highly fragmented early childhood industry, with for-profit 
chains representing only approximately 5% of the market in aggregate, and small independent 
providers representing 60% of the market.15 
___ Management has demonstrated an ability to grow through acquisitions, as evidenced by the three 
networks acquired by KLC since inception, of sizes up to 1,000 centers. 
Multiple drivers of expected double-digit growth at k12 
— Existing school enrollment rates at k12 expected to continue to increase at double digit rates for at 
least the next three years, as k12 further penetrates its existing markets through commercial and 
marketing push. 
— k12 currently operates virtual public schools in 11 states and the District of Columbia. As 
legislatures in other states permit the formation of virtual public schools, k12 expects to have 
opportunities to expand into new states. 
"Utilization is calculated as the total actual child care revenues earned at centers that are open at the calculation date divided by the total potential 
child care revenue (based upon the center's undiscounted pre-school tuition rate and the center's total licensed capacity) during the related time 
period. 
Source: Harris Nesbitt, Education and Training, September 2005. 
26 
2. SUMMARY TERMS OF THE TRANSACTION 
Certain of the key terms of the offering, which are subject to and qualified in their entirety by reference to 
the Limited Partnership Agreement of KUE, the organizational documents of the General Partner and 
applicable Cayman Islands law, are outlined below. The terms summarized herein are set forth in detail 
in the Limited Partnership Agreement of KUE, the Agreement Among Members of KUE Management, Inc. 
and the Amended and Restated Memorandum and Articles of Association of KUE Management, Inc., 
copies of which have been provided or are available upon request. Such summaries are qualified in their 
entirety by reference to such agreements. 
Issuers: 
Securities Offered: 
Minimum and Maximum Investment: 
Closing: 
Knowledge Universe Education L.P., a Cayman Islands 
exempted limited partnership ("KUE") and KUE Management 
Inc., a Cayman Islands exempted company, the general 
partner of KUE (the "General Partner"). 
Up to 1,000,000 investment units (the "Units"), each 
comprised of one Common Limited Partner Unit ("Common 
LP Unit") in KUE and one Class A ordinary share ("Class A 
Share") of the General Partner at an offering price of U.S. 
$1,000 per Unit ($999 allocated to the Common LP Unit and 
$1 allocated to the Class A Share) (the "Purchase Price") for 
aggregate proceeds of U.S. $1 billion (subject to increase in 
the offering size by the General Partner at its sole discretion 
up to an aggregate of 1,500,000 Units to Investors, with 
aggregate proceeds of U.S. $1.5 billion). The offering is 
expected to be completed in one or more closings on or 
before March 31, 2007 (the "Offering Period"). 
Since the General Partner will have a nominal economic 
interest in KUE, the Class A Shares are expected to have 
nominal economic value. The Class A Shares are, however, 
intended to provide Unit holders with certain voting and other 
governance rights in the General Partner (as described 
further below) which, in turn, will control KUE. 
The Common LP Units and the Class A Shares comprising 
the Units owned by the investors (the "Investors") will not be 
separately transferable unless otherwise approved by the 
Board of Directors of the General Partner and a committee 
of Independent Directors (as defined below) (the 
"Independent Committee"). 
U.S. $25 million (subject to waiver by the General Partner at 
its sole discretion). At any closing after the first closing of 
the offering of the Units, the maximum investment permitted 
will be U.S. $185.0 million. 
KUE may accept or reject subscriptions, in whole or in part, 
at its sole discretion. KUE will hold one or more closings in 
connection with the sale of the Units on dates specified by 
KUE to the Investors. The minimum amount of subscriptions 
to be accepted in the first closing of the offering (including 
the amount attributable to Knowledge Universe Education 
27 
LLC, a Delaware limited liability company ("KUE LLC") 
through conversion of its preferred limited partner units, 
including accrued dividends at the option of KUE LLC, into 
Common LP Units) is U.S. $280.0 million. Subscriptions 
received will be promptly refunded if 280,000 Common LP 
Units are not issued for $1,000 per unit (in cash or preferred 
limited partner units) before the end of the Offering Period. 
Subscriptions paid in any closing will not otherwise be 
returned regardless of the size or occurrence of any 
subsequent closing. 
Investors admitted during the Offering Period after the first 
closing of this offering and after September 30, 2006 will pay 
an additional amount accruing at a rate of 0.67% per month 
calculated from the first closing date of the offering (pro-
rated for partial periods) for each Common LP Unit 
purchased, which will be distributed promptly to the holders 
of Common LP Units outstanding prior to such admission in 
proportion to the number of Common LP Units held by such 
holders. 
Use of Proceeds: 
Capital Structure: 
The proceeds of the offering described herein will be used: 
(i) to expand operations, including through strategic 
acquisitions in the U.S. and internationally, (ii) to develop 
new products and services, (Hi) to repay, in whole or in part, 
$150 million of existing debt plus accrued interest (including 
through the application of a portion of the proceeds of the 
initial closing of the offering), (iv) an estimated $50 million in 
fees and expenses (including amounts payable from July 1, 
2006 under a Fixed Overhead Payment Agreement (the 
"Fixed Overhead Payment Agreement")), (v) in the discretion 
of KUE LLC, payment at the initial closing of the offering of 
approximately $7.0 million of accrued preferred return on the 
preferred limited partner units of KUE being converted to 
Common LP Units if such accrued preferred return is not 
converted to Common LP Units and (vi) for other corporate 
purposes. 
Assuming that 1,000,000 Units are sold to Investors by 
March 31, 2007, and that the accrued dividends on the 
preferred limited partner units are paid in cash, 
approximately 2,530,000 Units will be outstanding. The 
Investors will own approximately 40% of KUE in the form of 
Common LP Units (excluding profits participation limited 
partner units of KUE, "Profits Participation LP Units") and 
approximately 40% of the General Partner in the form of 
Class A Shares. 
The General Partner will be the sole general partner of KUE 
and will hold approximately 1,000 General Partner Units 
("GP Units") in KUE, representing approximately 0.04% 
ownership in KUE. 
The economic interest in KUE represented by the Common 
28 
LP Units and the GP Units will be reduced by the Profits 
Participation LP Units as described below under 
"Distributions." 
Assuming that 1,000,000 Units are sold to Investors by 
March 31, 2007, and that the accrued dividends on the 
preferred limited partner units are paid in cash, KUE LLC, 
controlled by the Principals, will hold approximately 
1,530,000 Common LP Units representing approximately 
60% ownership in KUE (excluding Profits Participation LP 
Units) and 1,530,000 Class A Shares. The Common LP 
Units owned by KUE LLC will not be transferable, except to 
(i) the Principals; (ii) to affiliates of the Principals; and/or OD 
to family members and/or charitable organizations in 
connection with the Principals' estate planning, unless 
combined with the corresponding percentage of Class A 
Shares to form Units and transferred in the form of Units in 
accordance with the Limited Partnership Agreement. 
Knowledge Universe Holdings LLC, a Delaware limited 
liability company ("KUH LLC") controlled by the Principals, 
will hold 900 Class B ordinary shares of the General Partner 
(the "Class B Shares"). The Class B Shares held by the 
Principals and their affiliates will not be transferable, except 
to (i) the Principals; (H) to the affiliates of the Principals; 
and/or (iii) to family members and/or charitable organizations 
in connection with the Principals' estate planning. The Class 
B Shares will automatically convert to Class A Shares if the 
Principals' aggregate direct and indirect economic interest in 
KUE is less than 15% of the outstanding Partnership Units 
(as defined below) of KUE. 
A limited liability company ("KULG LLC-1"), of which 
Knowledge Universe Learning Group LLC, a Delaware 
limited liability company that is controlled by the Principals 
("KULG"), and certain other persons designated by KULG 
are members, will be the holder of the Profits Participation 
LP Units (the "Profits Participation Limited Partner") with the 
economic rights as set forth in "— Distributions" below. At 
each closing of any sale of Units to Investors where the 
aggregate purchase price of all Units acquired by Investors 
to date is less than or equal to $1.5 billion (during the 
Offering Period or thereafter), the Profits Participation 
Limited Partner will be issued a number of Profits 
Participation LP Units such that the aggregate shall equal at 
least 9/11ths of the 11% of "Partnership Units" (Common LP 
Units, GP Units, and Profits Participation LP Units) that may 
be represented by Profits Participation LP Units. Additional 
Profits Participation LP Units will be issued to the Profits 
Participation Limited Partner, at such time and in such 
numbers as the Profits Participation Limited Partner will 
direct, based upon the issuance by the Profit Participation 
Limited Partner of interests to members of the Profits 
Participation Limited Partner (who may include employees, 
officers, directors, consultants and agents of KUE, its 
29 
subsidiaries and joint ventures as designated by KULG other 
than the Principals and their affiliates), the vesting schedule 
of such interests, and whether certain tax elections are made 
by the recipients of such interests; provided, however, the 
total number of Profits Participation LP Units shall not 
exceed a number equal to eleven percent (11%) of the 
aggregate number of Partnership Units. Any increase in the 
number of Profits Participation LP Units following the sale of 
the first $1.5 billion of Common LP Units to Investors 
requires a majority vote of the Independent Committee. 
Subsequent to the completion of this offering, KUE may 
raise additional capital through the sale of equity or debt 
securities. KUE will not have any preferred limited partner 
units outstanding upon completion of this offering but KUE 
may issue limited partner units with preferences over the 
Common LP Units in the future and may amend the Limited 
Partnership Agreement accordingly. 
Distributions: 
First, to the Common Limited Partners and the General 
Partner in proportion to and to the extent of their unreturned 
Capital Contributions, but in no case may a distribution 
pursuant to this paragraph exceed a Partner's positive 
adjusted capital account balance; 
Second, to the Common Limited Partners and the General 
Partner and the Profits Participation Limited Partner (with 
respect to Profits Participation Units theretofore allocated to