SWIP PRIVATE EQUITY FUND OF FUNDS II plc (Closed - Ended Investment Company with Variable Capital and Limited Liability) Half-Yearly Report For the Six Months Ended 30 June 2014 SWIP Private Equity Fund of Funds II plc Table of Contents Pages Directors and Other Information 2 Background to the Company 3-4 Interim Management Report 5-9 Directors’ Responsibility Statement 10 Profit and Loss Account 11 Balance Sheet 12 Statement of Changes in Net Assets Attributable to Participating Shareholders 13 Cash Flow Statement 14 Notes to Financial Statements 15-35 Schedule of Investments 36-39 SWIP Private Equity Fund of Funds II plc Directors and Other Information Board of Directors Secretary Thomas Byrne (Irish)* Maple Secretaries Limited Hugh Cooney (Irish)* 39/40 Upper Mount Street, Andrew November (British)** (Resigned 30 June 2014) Dublin 2, Andrew McCaffery (British)** (Appointed 26 August 2014) Ireland. Registered Office Independent Auditor 39/40 Upper Mount Street, Dublin 2, PricewaterhouseCoopers Ireland. Chartered Accountants & Registered Auditors, Registered in the Republic of Ireland, number 430357. One Spencer Dock, Regulated by the Central Bank of Ireland. North Wall Quay, Dublin 1, Investment Manager, Marketing Agent & Promoter Ireland. Scottish Widows Investment Partnership Limited (SWIP) Listing Sponsor 33 Old Broad Street, London EC2N 1HZ, Davy Stockbrokers United Kingdom. Davy House, 49 Dawson Street, Registered in England and Wales, number 794936. Dublin 2, Authorised and regulated by the Financial Conduct Ireland. Authority and entered on their Register, number 193707 (www.fca.co.uk). Legal Advisors Custodian L.K. Shields, Solicitors 39/40 Upper Mount Street, State Street Custodial Services (Ireland) Limited Dublin 2, 78 Sir John Rogerson’s Quay, Ireland. Dublin 2, Ireland. Administrator, Paying Agent & Registrar State Street Fund Services (Ireland) Limited 78 Sir John Rogerson’s Quay, Dublin 2, Ireland. * Independent Non - Executive Directors ** Non - Executive Director 2 SWIP Private Equity Fund of Funds II plc Background to the Company The following information is derived from and should be read in conjunction with the full text and definitions sections of the Prospectus. Structure SWIP Private Equity Fund of Funds II plc (“the Company”) is a closed-ended investment company with variable capital and limited liability, which is authorised and regulated by the Central Bank of Ireland under Part XIII of the Companies Act, 1990. The Company was incorporated in Ireland as a public limited company on 27 November 2006 with registered number 430357 under the Companies Acts, 1963 to 2013. The life of the Company is fifteen years from the date of the Second Closing Date. Shares in the Company are designated as Class A Shares, Class B Shares and Class C Shares. The Shares are listed on the Irish Stock Exchange. The Share Classes were launched on the following dates: Class A 5 February 2007 Class B 4 April 2007 Class C 4 May 2007 Investment Objective The investment objective of the Company is to achieve long-term capital growth by investing mainly, but not exclusively, in underlying private equity funds. Such funds are typically structured as private closed-ended limited partnerships and are mainly established as unregulated private investment schemes in various jurisdictions including the Channel Islands, the United Kingdom and Delaware, United States (each a “Private Equity Fund”). Investment in Private Equity Funds will only be made as a passive investor, including as a limited partner. The Investment Manager may also invest in other open and closed-ended fund structures, instruments and/or securities, which give an exposure to private equity, be that exposure direct (such as the purchase of shares in listed investment trusts investing in private equity), primary (such as the purchase of interests in limited partnerships investing in private equity during the primary issue of interests), secondary (such as the purchase of interests in limited partnerships investing in private equity from market makers or from the primary purchaser by way of a transfer of the underlying interest and commitment) or synthetic (such as the purchase of listed private equity index certificates). The Company's assets are not expected to produce significant levels of income. Other Relevant Information Investment is typically made by the Company in Private Equity Funds that are managed by experienced fund managers who have an established track record in private equity investments. In addition, the Investment Manager satisfies itself that adequate custody arrangements have been entered into in relation to the underlying funds in which the Company invests through undertaking due diligence on any potential commitment and checking all custody arrangements at that time. 3 SWIP Private Equity Fund of Funds II plc Background to the Company (continued) Other Relevant Information (continued) The Investment Manager follows an investment process to select and monitor the performance of Private Equity Funds that evaluates past performance, risk-adjusted rates of return and which tracks consistency of management approach. Selection of Private Equity Funds was made on the basis of an initial performance evaluation and interviews with fund managers, and other investment personnel to assess investment capabilities. Due diligence was carried out over the investment process as well as a review of investment strategy, historic performance and investment management fee charges. The Company’s investment period closed on 31 December 2010. The investment management, brokerage, custodial and administrative operations of Private Equity Funds in which the Company invests are performed by firms that are generally independent of the Investment Manager. It is a condition of investment in any Private Equity Fund that each such fund be audited annually by a firm of independent public accountants. Investors in the Company have exposure to a diversified portfolio of European and US investments. Any cash balances of the Company may be invested in cash and short term investments. These shall include short-term cash deposits, money-market or short-term instruments. This may include investments in collective investment schemes having such an investment profile. Any change to the investment objectives or a material change to investment policy at any time requires the prior approval by ordinary resolution of the Shareholders in the Company and the prior consent of the Central Bank of Ireland. 4 SWIP Private Equity Fund of Funds II plc Interim Management Report William Gilmore Senior Investment Manager Joined SWIP in 2000 Age 51 Member of the Advisory Committees of a number of Private Equity Funds. Member of the British Venture Capital Association's Limited Partner Advisory Committee. Regular speaker at private equity conferences. Formerly: - Investment Director with Murray Johnstone Private Equity (10 years) - Investment Accountant with Ivory & Sime - Trained as a Chartered Accountant with KPMG Degree in Accountancy and Economics from University of Strathclyde. Mirja Lehmler-Brown Senior Investment Manager Joined SWIP in 2006 Age 43 Member of the Advisory Committees of a number of Private Equity Funds. Formerly: - Executive Director, Leveraged Finance with Goldman Sachs - Financial Analyst with Morgan Stanley Masters Degree in Economics and Business Administration from Stockholm School of Economics and Hoch Schule St Gallen. Narcisa Sehovic Senior Investment Manager Joined SWIP in 2010 Age 43 Member of the Advisory Committees of a number of Private Equity Funds. Formerly: - Director in the M&A Advisory team with Alphex One Limited - Executive Director with Goldman Sachs International Masters Degree in Business Administration from Harvard Business School and BSc in Finance and Marketing from University of Denver. Following the acquisition of SWIP by Aberdeen Asset Management PLC, the SWIP Private Equity team has joined Aberdeen’s Alternatives Division which is led by Andrew McCaffery. In addition to the three individuals named above the Private Equity senior management team comprises Graham McDonald, Colin Burrow and Ian Shanks. 5 SWIP Private Equity Fund of Funds II plc Interim Management Report (continued) Highlights As of the cut-off date, valuations as at 30 June 2014 had been received in respect of 64.81% of the overall valuation of private equity funds. The net asset value per share increased by the following percentages during the period under review: NAV Movement* Class A 5% Class B 5% Class C 5% *Past Performance does not guarantee future results No Investor drawdowns were called in the period. A return of capital provision of €50m has been set aside for distribution later in the financial year, subject to shareholder approval. As at 30 June 2014, the Company’s net assets were €503m. The Company had interests in 73 private equity funds with a value of €420m. The Company also held cash, the SWIP Global Liquidity Fund (cash fund) and listed securities which were together valued at €83m. Income and capital distributions received during the period totalled €55m. These included €22m of realised gains and income. The Company funded €24m of investment drawdowns during the period. The Company made no new fund commitments during the period. Results and Performance The results for the period are set out in the Profit and Loss Account for the Company. As at 30 June 2014, the Company’s net assets were €503m. These were allocated to the various share classes as follows: Class A €298m Class B €182m Class C €23m The net asset value per share as at 30 June 2014, 30 June 2013 and 31 December 2013, are set out below. 30 June 30 June 31 December 2014 2013 2013 Share Class A 0.84 0.80 0.80 Share Class B 1.01 0.94 0.96 Share Class C 1.05 0.99 1.00 6 SWIP Private Equity Fund of Funds II plc Interim Management Report (continued) Related Parties All related parties and changes during the period ended 30 June 2014 are detailed in Note 11. Valuation As at 30 June 2014, the Company’s portfolio comprised 73 private equity fund interests which were valued at €420m.