carnegie fund ii¥dgivning_och... · carnegie group. the sub-fund may invest, on an ancillary basis...

CARNEGIE FUND II

FONDS COMMUN DE PLACEMENT

AUDITED ANNUAL REPORT

31 DECEMBER 2015

Subscriptions are only valid if made on the basis of the current prospectus

accompanied by the latest annual report and the latest semi-annual report

if published after the annual report

CARNEGIE FUND II

TABLE OF CONTENTS

GENERAL INFORMATION

Management and Administration

Board of Directors of the Management Company

INVESTMENT MANAGER'S REPORTS

ADDITIONAL AIFM DISCLOSURES (UNAUDITED)

AUDIT REPORT

FINANCIAL STATEiVIENTS

Statement of Net Assets

Net Asset Value per Unit

Statement of Operations and Changes in Net Assets

Dividend Paid to Unitholders

Statement of Changes in Number of Units Outstanding

Financial Details Relating to the Last 3 Years

SECURITIES PORTFOLIOS

Carnegie Fund II - Fund of Funds International

Carnegie Fund II - Private Equity I Sub-Fund

Carnegie Fund II - Private Equity II Sub-Fund

NOTES TO THE FINANCIAL STATEiVIENTS

2

3

3

4-5

6

7-8

9

9

10

10

11

12

13 - 14

15

16

17 - 22

CARNEGIE FUND II

MANAGEMENT AND ADMINISTRATION

ALTERNATIVE INVESTMENT FUND JYL-\NAGER

Carnegie Fund Services S.A.

Centre Europe

5, Place de la Gare

L- 1616 Luxembourg

CUSTODIAN BANK

Banque Carnegie Luxembourg S.A.

Centre Europe

5, Place de la Gare

L-1616 Luxembourg

CENTRAL ADMINISTRATION l\GENT Carnegie Fund Services S.A.

Centre Europe

5, Place de la Gare

L-1616 Luxembourg

INVESTMENT JYL-\NAGERS

Carnegie Investment Bank AB

Regeringsgatan 56

S-103 38 Stockholm, Sweden

LEGAL ADVISORS

Bonn & Schmitt

22-24, rives de Clausen

L-2165 Luxembourg

INDEPENDENT AUDITOR KPMG Luxembourg, Societe cooperative

39, avenue JF Kennedy

L-1855 Luxembourg

BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY

Karin Birgitta SODERQVIST

Head of Private Banking

Carnegie Investment Bank AB, Stockholm

DIRECTORS:

Brian Daniel CORDISCHI

CIO & head of Investment Strategy


Stephan KARLSTEDT

General Manager

Carnegie Fund Services S.A.

3

Asa Christine SUNDBERG

Legal Counsel


CARNEGIE FUND II


CARNEGIE FUND II - FUND OF FUNDS INTERNATIONAL

PERFORMANCE

Class 1A Units: During the year, the net asset value per unit decreased from USD 17.15 to USD 16.86, representing a loss of 1.69%. The total net assets decreased during the year from USD 171.69 million to USD 128.94 million.

Class 1B Units: During the year, the net asset value per unit decreased from USD 13.93 to USD 13.06. The total net assets decreased during the year from USD 38.58 million to USD 35.84 million. Unitholders received a dividend of USD 0.65 per unit. The total decrease of the unit class was thus 1.58%, after the distribution.

Total net assets for all classes of units increased during the year from USD 210.27 million to USD 164.78 million. Net redemptions of units were USD 40.49 million.

INVESTh1ENT STRATEGY

The objective of the Sub-Fund is to achieve long term capital growth by investing mainly in a portfolio of carefully selected equity investment funds, including investment funds of the Carnegie Group. The Sub-Fund may invest, on an ancillary basis in transferable securities such as, but not limited to, global equities, debt securities and liquid assets within the investment limitations set out in the prospectus, denominated in any international currency and issued by issuers in developed countries. However, these ancillary investments will never in themselves constitute the main investment objective of the Sub-Fund.

CARNEGIE FUND II- PRIVATE EQUITY I SUB-FUND

PERFORMANCE

During the year, the net asset value per unit increased from EUR 100.35 to EUR 102.92, representing a return of 2.56%. The total net assets decreased during the year from EUR 16.00 million to EUR 13.72 million. Net redemptions of units were EUR 2.78 million.

INVESTMENT STRATEGY

The objective of the Sub-Fund is to achieve capital growth through investments in EQT V (N°1) Limited Partnership (the "EQT Fund"), by way of contributing capital to the EQT Fund as a limited partner, pursuant to and in accordance with the terms and conditions of a limited partnership agreement between, inter alia, the general partner of the EQT Fund, the Sub-Fund and certain other limited partners (the "Investment"). The EQT Fund will make controlling equity and equity-related investments in medium to large sized companies primarily based in or connected to Northern Europe. The Sub-Fund will make no investments other than the Investment provided that the Sub-Fund shall be entitled to, as part of its liquidity management, make investments in governmental bonds or similar financial instruments of a risk free nature, which shall be included in the definition "Investment" as used herein.

The information in this report represents historical data and is not an indication of future results

4

CARNEGIE FUND II


CARNEGIE FUND II - PRIVATE EQUITY II SUB-FUND

PERFORMANCE

During the year, the net asset value per unit increased from EUR 106.04 to EUR 120.83, representing a return of 13.95%. Total Net Assets increased during the year from EUR 15.64 million to EUR 15.94 million. Net redemption of units were EUR 2.05 million.

INVESTMENT STRATEGY

The objective of the Sub-Fund is to achieve capital growth through investment in EQT Infrastructure (N° 1) Limited Partnership, by way of contributing capital to EQT Infrastructure Fund ("EQT Infrastructure") as a limited partner and thereby gaining partnership interest in EQT Infrastructure, pursuant to and in accordance with the terms and conditions of a limited partnership agreement between, inter a!ia, the general partner of EQT Infrastructure, the SubFund and certain other limited partners (the "Investment"). EQT Infrastructure will seek to make controlling and co-controlling equity and equity-related investments in infrastructure and infrastructure related assets and businesses which demonstrate established and/ or strong prospects for a positive cash flow profile. The intention of EQT Infrastructure is to invest a majority of the total commitments in investments which are primarily connected to, or which have their principal assets located in Northern Europe and Eastern Europe. The Sub-Fund will make no investments other than the Investment provided that the Sub-Fund shall be entitled to, as part of its liquidity management, make investments in governmental bonds or similar financial instruments of a risk free nature, which shall be included in the definition "Investment" as used herein.

The information in this report represents historical data and is not an indication of future results 5

CARNEGIE FUND II

ADDITIONAL AIFM DISCLOSURES (UNAUDITED)

Material Changes

During the financial year, the AIF has not been subject to any material changes affecting its investors.

Remuneration Disclosure

The AIFM has adopted a remuneration policy in accordance with the applicable laws and regulations related to AIFM.

The board of directors is not receiving any remuneration for exercising their mandates.

Liquidity

The sub-fund Carnegie Fund of Funds International of the AIF is investing in highly liquid assets and listed derivative financial instruments so that the AIF is, under normal market circumstances, in a position to fulfill its obligations arising from redemptions. The liquidity of the AIF is monitored on a weekly basis.

As a consequence, no arrangements are made for illiquid assets nor for managing the liquidity of the sub-fund "Carnegie Fund of Funds International" of the AIF.

There is no specific need for managing the liquidity of the "closed-ended" sub-funds of the AIF.

Risk Management

The AIFM has implemented a Risk Management Policy (the "Policy") in accordance with the applicable Laws and Regulations.

The Policy covers the following risks:

- Market - Liquidity - Counterparty - Credit - Operational Risk - Investment Compliance

The market risk of the AIF is linked to positions contained in the underlying fund.

The credit risk of the AIF is very limited as investments are in debt/ fixed income securities are not foreseen.

The AIF is not confronted to leverage limit as there is no leverage allowed.

The settlement risk is limited while the valuation is moderate.

6

To the Unitholders of CARNEGIE 17UND II Centre Europe 5, Place de la gare L-1616 Luxembourg.

KPMG Luxembourg, Societe cooperative 39. Avenue John F. Kennedy L-1855 Luxembourg

Tel.: +352 22 51 51 1 Fax: +352 22 51 71 Email: [email protected] Internet: www.kpmg.lu

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

We have audited the accompanying financial statements of CARN EG IE FUND II (the ··Fund .. ) and of each of its sub-funds. which comprise the statement of net assets and the schedule of investments as at December 31 , 2015 and the statement of operat ions and changes in net assets for the year then ended. and a summary of significant accounting policies and other explanatory information.

Respo11sibi/i1y of lite Board of Direclors <?f the Ma11age111e11t Co111pa11y .fi>r lite .Ji11a11cial statements

The Board of Directors of the Management Company is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg lega l and regulatory requirements relating to the preparation of financia l statements, and for such internal control as the Board of Directors of the Management Company determines is necessary to enable the preparation of financial statements that are free from material misstatement. whether clue to fraud or error.

Responsibility <?f the Reviseur d 'Em reprises agree

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur r-inancier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mi sstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the judgement of the Reviseur d'Entreprises agree, including the assessment of the risks of material misstatement of the financial statements, whether clue to fraud or error. In making those risk assessments. the Reviseur d'Entreprises agree considers internal control relevant to the entity' s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effecti veness of the entity's interna l control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors of the Management Company. as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate lo provide a basis for our audit opinion.

KPMG Luxombou1g, Soc1010 cooperatMl. a Luxembourg entity and a tV A. LU 2735lS18 member furn of tho KPMG no1wo1k of 1ndcpcndan1 member firms A C.S Luxembourg B 149133 atl1hated w<th KPMG International Cooperat1v<1 ("KPMG lnternat1onal"l. a Swiss ent11y.

Opi11io11

In our opinion, the financial statements give a true and fair view of the financial position or CARN EG IE FUND II and each of its Sub-Funds as of December 3 I. 2015. and or the results or its operations and changes in its net assets for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements.

Other mal!er

Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However. we have no observation to make concerning such info rmation in the con text of the financ ial statements taken as a whole.

Luxembourg, June 30. 20 I 6 K PMG Luxembourg Societe cooperative Cabinet de revision agree

CARNEGIE FUND II

STATEMENT OF NET ASSETS AS AT 31DECEMBER2015

ASSETS Investments at market value (Note 2.1)

Cash at banks

Receivable on investments

Receivable on subscriptions

Unrealised gain on foreign exchange (Note 2.4)

U nrcalised gain on forward foreign

exchange contracts (Notes 2.1 & 5)

Other receivables

Total Assets

LIABILITIES

Bank overdraft (Note 6)

Payable to EQT Partnership

Brokers payable

Subscription tax payable ("Taxe d'abonnement") (Note 4)

Payable on redemptions

Unrealised loss on foreigin exchange (Note 2.4)

Net Unrealised depreciation on forward foreign

exchange contracts (Notes 2.1 & 5)

Performance fee payable (Note 9)

Total Liabilities

NET ASSETS AT THE END OF THE YEAR

COMBINED

(SEK)

1,620,025,483.99

91,495,870.41

5,436,074.17

22,803,181.19

51.80

13,377.48

1,820.34

1,739, 775,859.38

(8,714,413.75)

(22,491,813.25)

(40,946.05)

(133,635. 70)

(27,545,795.32)

(42,939.10)

(167.61)

(21,000,044.45)

(79,969,755.23)

1,659,806, 104.15

fiUND OF FUNDS PRIVAT!•'.

INTERNA'l'IONJ\L EQUITY!

SUB-1 1UND

(USD) (EUR)

165,904,484.30 16,472,027.00

0.00 603,043.58

0.00 593,049.98

2,555,022.98 100,000.00

6.15 0.00

0.00 1,459.42

0.00 197.43

168,459,513.43 17,769,777.41

(387,593.37) (594,555.64)

0.00 (2,155,999.44)

0.00 0.00

(11,797.47) (1,729.24)

(3,270,467.93) 0.00

(5,098.09) 0.00

(19.90) 0.00

0.00 (1,298,103.14)

(3,674,976.76) ( 4,050,387.46)

164,784,536.67 13,719,389.95

NET ASSET VALUE PER UNIT AS AT 31DECEMBER2015

Net Asset Value

Net Asset Value per unit - Class lA

Net Asset Value per unit - Class lB

FUND OF FUNDS

INTERNATIONAL

(USD)

164,784,536.67

16.86

13.06

PRIVATE

EQUITY I

SUB-FUND

(EUR)

13,719,389.95

102.92

The accompanying notes form an integral part of this annual report

9

PRIVATE

EQUITY II

SUB-FUND

(EUR)

7,821,395.29

9,378,723.11

0.00

40,000.00

0.00

0.00

1.16

17,240,119.56

0.00

(297,751.00)

(4,467.02)

(2,009.51)

0.00

0.00

0.00

(992,902.38)

(1,297,129.91)

15,942,989.65

PRIVATE

EQUITY II

SUB-FUND

(EUR)

15,942,989.65

120.83

CARNEGIE FUND II

STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEAR ENDED 31 DECEMBER 2015

INCOME Dividends, net (Nate 2.5)

Total Income

EXPENSES Management fee (Note 8)

Performance fee (Note 9)

Taxe d'abonnement (Note 4)

Bank and interest expenses (Nate 2.5)

Total Expenses

Net investment gains/(losses)

Net realised gains/ (losses) on investments (Note 2.2)

Net realised gains/(losses) on forward foreign exchange

and foreign currency translations (N ates 2.1 and 2.4)

Net realised gains/(losses) for the year

Change in net unrealised appreciation/ (depreciation)

on investments (Note 2.1)

Change in net unrealised appreciation/ (depreciation)

on forward foreign exchange contracts (Note 5)

Result of operations for the year

Subscriptions

Redemptions

Dividend Paid

Increase/(decrease) in net assets

Net assets at the beginning of the year (i)

NET ASSETS AT THE END OF THE YEAR

Notes:

COMBINED

(SEK)

(i)

989,280.15

989,280.15

( 4,058,954.39)

(6,358, 121.48)

(620,518.84)

(59,606.88)

(11,097,201.60)

(10, 107,921.45)

163, 415, 700. 70

(35, 415,591.10)

117,892,188.15

(70,509,026.28)

(24,118.86)

47,359,043.03

639,519,437.16

(1,024,862,381.31)

(63,226,053.50)

(401,209,954.61)

2,061,016,058.76

1,659,806,104.15

FUND OF FUNDS PRIVt\TE

INTERNATIONAL EQUITY I

(USD) SUB-l'UND

(EUR)

117,455.64 0.00

117,455.64 0.00

(481,913.12) 0.00

0.00 (109,219.80)

(57,902.32) (7,554.98)

(2,368.14) (2,235.79)

(542,183.58) (119,010.57)

(424,727.94) (119,010.57)

5,028,712.20 2,648,712.34

(4,543,063.71) 156,468.27

60,920.55 2,686, 170.04

(3,435,665.43) (1,274,751.19)

(4,451.88) 1,459.42

(3,379,196.76) 1,412,878.27

75,334,901.31 100,000.00

(115,825,647.37) (2,880,000.00)

(1,618,937.39) (910,002.60)

(45,488,880.21) (2,277, 124.33)

210,273,416.88 15,996,514.28

164,784,536.67 13,719,389.95

(i) Net assets at the beginning of the year were translated at the exchange rate ruling as at 31December2015. The same net assets

when translated at EUR= SEK 9.4283, and USD =SEK 7.77848372 (the exchange rates mling as at 31 December 2014)

reflect a figure of SEK 1,933,866,804.25

Class 1B - Dividend per Unit

Class 1B - Ex-Date

DIVIDEND PAID TO UNITHOLDERS FOR THE YEAR ENDED 31 DECEMBER 2015

FUND OF FUNDS

INTERNt\TIONAL

(USD)

0.65

02/12/15

PRIVATE

EQUITY I

SUB-FUND

(EUR)

6.8742

26/10/15


10

PRIVATE

EQUrIYII

SUB-FUND

(EUR)

0.00

0.00

0.00

(584,421.18)

(6,936.32)

(2,091.04)

(593,448.54)

(593,448.54)

10,558,463.92

154,316.97

10, 119,332.35

(3,260,540.02)

0.00

6,858,792.33

446,000.00

(2,499,594.56)

( 4,500,077.13)

305,120.64

15,637,869.01

15,942,989.65

PRIVATE

EQUI1Y II

SUB-FUND

(EUR)

35.45

25/06/15

CARNEGIE FUND II

STATEMENT OF CHANGES IN NUMBER OF UNITS OUTSTANDING FOR THE YEAR ENDED 31 DECEMBER 2015

Class 1A

Units outstanding at December 31, 2014

Units issued

Units redeemed


Class lB


Units issued

Units redeemed


FUND OF FUNDS INTERNKI'IONAL

10,010,491.0126

2,779,117.4469

(5,143,716.6876)

7,645,891.7719

2,770,365.8722

2, 100,723.6388

(2, 126,408.5562)

2,744,680.9548

PRIVATE EQUITY I

SUB-FUND

159,403.1820

923.7876

(27,023.7633)

133,303.2063

-

-

-

-


11

PRIVATE EQUITY II

SUB-FUND

147,468.7058

4,999.0304

(20,527 .1788)

131,940.5574

-

-

-

-

CARNEGIE FUND II

FINANCIAL DETAILS RELATING TO THE LAST 3 YEARS

FUND OF FUNDS PRIVATE

IN'l'ERNJ\TIONAL EQUITY I

SUB-l'UND

(USD) (EUR)

31 December 2015

Total net assets - Class 1J\ 128,942,705.56 13,719,389.95

Net asset value per unit - Class 1A 16.86 102.92

Total net assets - Class 1 B 35,841,831.11 -

N ct asset value per unit - Class 1 B 13.06 -

31December2014

Total net assets - Class 1 A 171,691,740.34 15,996,514.28

N ct asset value per unit - Class 1 A 17.15 100.35


Net asset value per unit - Class 1 B 13.93 -

31 December 2013

Total net assets - Class 1 A 162,691,730.51 15,183,645.96

Net asset value per unit - Class L\ 16.74 81.23


N ct asset value per unit - Class 1 B 14.32 -


12

PRIVATE EQUITY II

SUB-11UND

(EUR)

15,942,989.65

120.83

-

-

15,63 7 ,869.01

106.04

-

-

13,817,343.72

96.23

-

-

NOMINAL

CARNEGIE FUND II- FUND OF FUNDS INTERNATIONAL

SECURITIES PORTFOLIO AS AT 31DECEMBER2015

SECURITY DESCRIPTION MARKET VALUE

(USD)

Transferable Securities and money market instruments admitted to an official stock exchange listing/ dealt in on another regulated market

Investment Funds

214,000 134,137

631,000 73,550

74,000

United Kingdom

iShares Core MSCI Japan !MI UCITS RTF iShares Core S&P 500 UCITS ETF

iShares MSC! Japan Fund RTF Source S&P 500 UCITS ETF

United States of America

iShares S&P Global Consumer Discretionary Sector ETF

TOTAL INVESTMENT l'UNDS

TOTAL TlZJ\NSFERA.BLE SECURITIES AND MONEY i'vL\RKET INSTRUMENTS ;\Di\HTTED TO AN

OFFICIAL STOCK EXCTTA.NGE LISTING/ DEALT lN ON A.NOTTTER REGULATED MARKET

7' 148,670.00 25,690,588.93

7,745,353.19

25,763,829.50 66,348,441.62

6,587,480.00

6,587,480.00

72,935,921.62

72,935,921.62

i\ statement of changes in the composition of the portfolio is available to Unitholders

free of charge on request from the Fund's registered office

The accompanying notes form an integral part of this annual report 13

% OF NET ASSETS

4.34

15.59 4.70

15.63 40.26

4.00

4.00

44.26

44.26

CARNEGIE FUND II - FUND OF FUNDS INTERNATIONAL


Other Transferable Securities and money market instruments

Investment Funds

267,166

475,869

31,562

53,189

9,269

20,797 181,543

1,438,629

678,449

Ireland First State Indian Subcontinent Fund III t\cc

Russell t\cadian Emerging Markets Equity UCITS II Vanguard Japan Stock Index Fund

Luxembourg Allianz Europe Equity Growth t\ Amundi Funds - Index Equity Euro BlackRock Global Index Funds - Europe Equity Index Fund BlackRock Global Index Funds - North Am. Eq. Index Fund F2 Invesco Pan European Structured Equity Fund i\

United Kingdom Stewart Investors Asia Pacific Leaders Fund A

TOT AI, INVESTMENT FUNDS

TOTAL OTHER TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS

TOTAL SECURITIES PORTFOLIO

5,004,016.07 5,244,074.53

5,707,183.26 15,955,273.86

13,698,507.90

1,440,814.17 3,285,006.48

26,316,537.06 27,430,366.93

72, 171,232.54

4,842,056.28

4,842,056.28

92,968,562.68

92,968,562.68

165,904,484.30

INDUSTRY SECTOR ANALYSIS AS AT 31DECEMBER2015

SECTOR DESCRIPTION

Im·estment 11unds


3.04

3.18

3.46

9.68

8.31 0.87

1.99

15.97 16.65 43.79

2.94 2.94

56.41

56.41

100.67

%0FNET

ASSETS

100.67

100.67

CARNEGIE FUND II - PRIVATE EQUITY I SUB-FUND


NOMINAL SECURITY DESCRIPTION MARKET 0/o VALUE OF NET

(EUR) ASSETS

Investment Funds

Guernsey 13,599,741.09 EQT V (No.1) Ltd Partnership(*) 14,315,989.00 104.00

14,315,989.00 104.00

TOTAL INVESTMENT FUNDS 14,315,989.00 104.00

TOTAL SECURITIES PORTFOLIO 14,315,989.00 104.00

(*) 'fhe market value corresponds to the net asset value of EQT V (N° 1) Ltd Partnership and has been determined by deducting an amount payable (EUR 2,155,999) to EQT V from the underlying securities portfolio at market value reported by EQT V (N° 1) Ltd Partnership (EUR 16,472,027.13)

INDUSTRY SECTOR ANALYSIS AS AT 31DECEMBER2015

SECTOR DESCRIPTION

Investment Funds

,\ statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the 1 •und's rq.,r:istered office


%0FNET ASSETS

104.00

104.00

CARNEGIE FUND II - PRIVATE EQUITY II SUB-FUND

SECURITIES PORTFOLIO AS AT 31 DECEMBER 2015

NOMINAL SECURITY DESCRIPTION MARKET O/o

VALUE OF NET (EUR) ASSETS

Investment Funds

Guernsey 7,141,456.03 EQT Infrastructure (No.1) Ltd Partnership(*) 7,523,654.00 47.16

7,523,654.00 47.16

TOTAL INVESTMENT l'UNDS 7 ,523,654.00 47.16

TOTAL SECURITIES PORTFOLIO 7,523,654.00 47.16

(*)The market value corresponds to the net asset value of EQT Infrastructure (N° 1) Ltd Partnership and has been determined by deducting an amount payable (EUR 297,751) to EQT Infrastructure from the underlying securities portfolio at market value reported by EQT Infrastructure (N° 1) Ltd Partnership (EUR 7,821,395)

INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2015

SECTOR DESCRIPTION

Investment Funds

1\ statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office


%0FNET ASSETS

47.16

47.16

CARNEGIE FUND II

NOTES TO THE FINANCIAL STATEMENTS

1 GENERAL

CARNEGIE FUND II (hereafter "the Fund") is an unincorporated collective investment fund ("fonds commun de placement") constituted in Luxembourg on 9 May 2000 and docs not qualify as an Undertaking for Collective Investment in Transferable Securities. The Fund is an Investment Fund under Part II of the Law of 17 December 2010 on Collective Investment Undertakings, as amended.

The Fund is an unincorporated co-proprietorship of its securities and other assets, managed by Carnegie Fund Management Company S.A. ("the Management Company"). The Management Company was incorporated on 5 December 1995 m Luxembourg as a "societe anonyme". The assets of the Fund are segregated from those of the Management Company.

For the purposes of the Alternative Investment 11und Managers ("AIFM") Law, the Fund qualifies as an Alternative Investment Fund ("AIF") within the meaning of the AIFM Law. The Fund has appointed Carnegie Fund Services S.A. as its AIFM.

The Fund has the following Sub-Funds:

Carnegie Fund II - Fund of Funds International (Open-ended)

Carnegie Fund II - Private Equity I Sub-Fund (Closed-ended)

Carnegie Fund II - Private Equity II Sub-I'und (Closed-ended)

Subscriptions and redemptions for the Carnegie l'und II - Private Equity I Sub-l'und and Carnegie Fund II - Private Equity II Sub-Fund, stated in these financial statements, are due to the issuing of new units in connection with drawdowns and forced redemptions in connection with capital distribution to the unitholders.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Valuation of investments

The financial statements are established in accordance with the Luxembourg legal and regulatory requirements concerning undertakings for collective investment.

(a) The value of any cash at hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, dividends and interests declared or due but not yet collected will be deemed to be the full value thereof, unless it is unlikely that such values are received in full, in which case the value thereof will be determined by deducting such amount the Directors of the Management Company consider appropriate to reflect the true value thereof.

(b) Securities listed on a stock exchange or traded on any other regulated market will be valued at the last available price on such stock exchange or market. If a security is listed on several stock exchanges or markets, the last available price on the stock exchange or market, which constitutes the main market for such securities, will be determinins:r.

( c) Securities not listed on any stock exchange or traded on any regulated market will be valued at their last available market price.

( d) Securities for which no price quotation is available or for which the price referred to in (b) and/ or ( c) is not representative of the fair market value, will be valued by the Board of Directors of the J\Ianagement Company prudently, and in good faith on the basis of their reasonable foreseeable sales prices.

( e) Investments in investment funds of the open ended type are taken at their latest net asset values reported by the administrator of the relevant investment fund.

17

CARNEGIE FUND II


2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.1 Valuation of investments (continued)

(£) Financial futures contracts (on secunties, interest rates and indices) are valued at the exchange quoted settlement price. While the contracts are open, unrealised gains and losses are recorded on "mark-to- market" basis at the valuation date. When a contract is closed, the Fund records a realised gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the price at which the contract was originally written.

(g) Options contracts (on securities, currencies, interest rates and indices) are valued on the basis of the last available trade price.

(h) Forward foreign exchange contracts are valued by reference to the forward rate prevailing at the valuation date.

(i) Contracts for which no price quotation is available or for which the price referred to in (f) and/ or (g) is not representative of the fair market value, will be valued prudently, and in good faith on the basis of their reasonable foreseeable sales prices.

2.2 Realised profit and loss on investments

Realised gains and losses on sales of investments have been determined on the average cost basis and include transaction costs.

Description

Profit on Investments

Loss on Investments

Description


Loss on Investments

Description


Loss on Investments

CARNEGIE FUND II - FUND OF FUNDS

INTERNATIONAL

EUR 11,622,675.54

EUR (6,593,963.34)

5,028,712.20

C\.RNEGIE FUND II - PRIVATE EQUITY I SUBFUND

EUR 2,648,712.34

EUR 0.00

2,648,712.34

CARNEGIE FUND II- PRIVATE EQUITY II SUBFUND

EUR 10,558,463.92

EUR 0.00

10,558,463. 92

18

CARNEGIE FUND II



2.3 Unrealised profit and loss on investments

The unrealised gains and losses of investments have been determined on the average cost basis.

Description

Unrealised profit on Investments

Unrealised loss on Investments

Description



Description



2.4 Foreign currency translation

CARNEGIE FUND II-FUND OF FUNDS INTERNATIONAL

EUR

EUR

9,633,960.38

(2,117,117.90)

7 ,516,842.48

CARNEGIE FUND II - PRIVATE EQUITY I SUB

FUND

EUR

EUR

716,286.47

0.00

716,286.47

CARNEGIE FUND II - PRIVATE EQUITY II SUBFUND

EUR

EUR

382,188.26

0.00

382,188.26

The combined financial statements of the Fund are maintained in SEK. The combined financial statements are the sum of the Sub-Funds' financial statements equivalent in SEK translated, where applicable, at the rate of exchange ruling as at 31 December 2015.

The market value of the investments and other assets and liabilities expressed in currencies other than the base currency of each Sub-Fund have been converted at the rates of exchange ruling as at 31 December 2015. The cost of investments in currencies other than the base currency of each Sub-Fund is converted at the rates of exchange prevailing at each Net Asset Value calculation date. The realised and change in net unrealised gains and losses on foreign exchange are recognised in the Statement of Operations and Changes in Net Assets. Income and expenses expressed in currencies other than the reference currency are converted at exchange rates ruling at the transaction date.

2.5 Dividend and interest income

Dividends are shown net of withholding tax deducted at source, and are recorded as income on the exdividend date.

Interest income is accrued on a daily basis.

19

CARNEGIE FUND II



2.6 Additional information - Year-end Valuation

The annual report is presented on the basis of a NA V recomputed for reporting purposes only using closing prices as at 31December2015.

3 EXCHANGE RATES AS AT 31DECEMBER2015

1 GBP

1NOK

1 USD

1 EUR

4 TAXATION

12.4635252800

0.9546141640

8.4225853650

9.1663002400

SEK

SEK

SEK

SEK

The Fund is registered under the Luxembourg law as a mutual investment fund ("Fonds Commun de Placement"). Accordingly, no Luxembourg income or capital gains tax is, at present, payable. It is subject, however, to an annual "taxe d'abonnement" calculated at the annual rate of 0.05% of the net asset value of the Fund at the end of each quarter, excluding investments in other Luxembourg funds already subject to that tax. This tax is payable quarterly.

5 FORWARD FOREIGN EXCHANGE CONTRACTS

At year-end, Carnegie Fund II - Fund of Funds International has entered into the following forward foreign exchange contracts:

Maturity Date CCY

[\mount bought purchased

4'hJanuary, 2016 SEK 6,183,350.09

7th January, 2016 USD 12,674.47

7th January, 2016 USD 6,006.35

CCY sold

USD

SEK

SEK

"\mount sold

739,237.26

106,700.00

50,753.69

Unrealised appreciation

I (depreciation)

(5,098.09)

6.15

(19. 90)

(5,111.84)

At year-end, Carnegie Fund II - Private Equity I has entered into the following forward foreign exchange contracts:

Maturity Date

4'hJanuary, 2016

CCY purchased

SEK

Amount bought CCY sold

980,811.26 EUR

20

Amount sold

105,542.45

Unrealised appreciation

/(depreciation)

1,459.42

1,459.42

CARNEGIE FUND II


6 BANK OVERDRAFT AND PLEDGES

For all sub-funds of the Fund, the assets are pledged in favour of the Custodian to guarantee the liabilities of the sub-funds.

7 COMMITMENTS

On 20 October 2006, Carnegie Fund II - Private Equity I Sub-Fund committed to invest EUR 30,000,000.00 in EQT V (No.1). At the date of this report, the Carnegie Fund II - Private Equity I Sub-Fund has paid the equivalent of 97.37% of its initial commitment and is committed to pay the remaining EUR 789,534.00 upon capital call notice from the manager of EQT V (No.1).

On 16 May 2008, Carnegie Fund II - Private Equity II Sub-Fund committed to invest EUR 15,200,000.00 in EQT Infrastructure (No.1). At the date of this report, the Carnegie Fund II - Private Equity II Sub-Fund has paid the equivalent of 94.74% of its initial commitment and is committed to pay the remaining EUR 800,339.00 upon capital call notice from the manager of EQT Infrastructure (No.1).

8 MANAGEMENT FEES

The Management Company is entitled to be paid a fee based on the net assets of each Sub-Fund as determined on each valuation date. The fee is accrued daily and payable monthly. The management fee rate applicable to each Sub-Fund, in% of the total net assets per year, is as follows:

Carnegie Fund II - l'und of Funds International - Class 1 A 0.25%

Carnegie Fund II - Fund of l'unds International - Class 1B 0.25%

For Carnegie Fund II - Private Equity I Sub-Fund, the :tvianagement Company is entitled to an annual management fee equal to (i) 1 % per annum of the total Commitments of all of the Unitholders in Carnegie Fund II - Private Equity I Sub-Fund until the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT V expires and (ii) following the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT V expires, until the liquidation of the Sub-Fund, 1 % of the Net Asset Value of all Units in the Sub-Fund. The management fee shall be paid by the Unitholders on a pro rata basis based on ownership of Units in the Sub-Fund, quarterly in advance.

For Carnegie Fund II - Private Equity II Sub-Fund, the Management Company is entitled to an annual management fee equal to (i) 1 % per annum of the total Commitments of all of the Unitholders in Carnegie Fund II - Private Equity II Sub-Fund until the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT Infrastructure expires and (ii) following the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT Infrastructure expires, until the liquidation of the Sub-Fund, 1% of the Net Asset Value of all Units in the Sub-Fund. The management fee shall be paid by the Unitholders on a pro rata basis based on ownership of Units in the Sub-Fund, quarterly in advance.

The management fees for Carnegie Fund II - Private Equity I Sub-Fund and Carnegie Fund II - Private Equity II Sub-Fund are paid outside of the Fund and no management fees are recorded in the Statement of Operations and Changes in Net Assets.

Custody, administration, audit, legal and other expenses of the Fund are borne by the Management Company.

21

CARNEGIE FUND II


9 PERFORMANCE FEES

The Management Company will, if applicable, charge a performance fee in Carnegie Fund II - Private Equity I Sub-Fund and Carnegie Fund II - Private Equity II Sub-Fund equal to 8% of all proceeds received by the SubFund following the point of time when the Sub-Fund has repaid the Unitholders all amounts drawn down from the Unitholders.

The performance fee mechanisms are described in detail in the Fund's Prospectus.

Performance fees amounting to EUR 109,219.80 for Private Equity Sub-Fund and EUR 584,421.18 for Private Equity II Sub-Fund were accrued for the year ended 31 December 2015.

10 TRANSACTION COSTS

For the year ended 2015, the Fund incurred transaction costs which have been defined as the commission paid by the Fund to the intermediary relating to purchases or sales of transferable securities, money market instruments, derivatives or other eligible assets, as follows:

Carnegie Fund of Funds International USD 244,829.67

Carnegie Private Equity I Sub-Fund EUR 0.00

Carnegie Private Equity II Sub-Fund EUR 0.00

11 SUBSEQUENT EVENTS

There are no subsequent events till the date of the approval of the accounts.

22

carnegie fund ii¥dgivning_och... · carnegie group. the sub-fund may invest, on an ancillary basis...

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