w_> BANQUE CARNEGIE FUND SICAV Societe d'investissement a Capital Variable AUDITED ANNUAL REPORT 31 DECEMBER 2015 R.C.S. Luxembourg B

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1 w_> Societe d'investissement a Capital Variable AUDITED ANNUAL REPORT 31 DECEMBER 2015 R.C.S. Luxembourg B 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

2 TABLE OF CONTENTS GENERAL INFORMATION Management and Administration 3 Board of Directors 3 INVESTMENT MANAGER'S REPORT 4 AUDIT REPORT 5-6 FINANCIAL STATEMENTS Statement of Net Assets 7 Net Asset Value per share 7 Statement of Operations and Changes in Net Assets 8 Statement of Changes in Number of Shares Outstanding 9 Financial Details Relating to the Last 3 Years 10 SECURITIES PORTFOLIO Banque Carnegie Fund SICAV - Euro Bond Fund Banque Carnegie Fund SICAV - High Yield Bond Fund NOTES TO THE FINANCIAL STATEMENTS

3 MANAGEMENT AND ADMINISTRATION REGISTERED OFFICE Centre Europe 5, Place de la Gare L-1616 Luxembourg INVESTMENT MANAGER Banque Carnegie Luxembourg S.A. Centre Europe 5, Place de la Gare L-1616 Luxembourg CUSTODIAN BANK JP Morgan Bank Luxembourg S.A. 6, Route de Treves L-2633 Senningerberg LEGAL COUNSEL Bonn & Schmitt 22-24, Rives de Clausen L-2165 Luxembourg FUND ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT Carnegie Fund Services S.A. Centre Europe 5, Place de la Gare L-1616 Luxembourg AUDITOR PricewaterhouseCoopers, Societe cooperative 2 rue Gerhard Mercator L-2182 Luxembourg BOARD OF DIRECTORS CHAIRMAN Bruno FREREJEAN Co-Managing Director Banque Carnegie Luxembourg S.A. DIRECTORS Danilo LINOSA Deputy General Manager Banque Carnegie Luxembourg S.A. Luxembourg Jean-Marc DELMO1 1E Managing Director Carnegie Fund Services S.A. Luxembourg 3

4 INVESTMENT MANAGER'S REPORT Euro Bond Fund PERFORMANCE During the year, the net asset value per share increased from EUR to EUR , representing a return of +1.78%. The total net assets decreased during the year from EUR to EUR million. Net redemptions of shares were EUR 2.05 million. INVESTMENT STRATEGY The Sub-Fund investment objective is to achieve long term capital growth by investing in a portfolio of bonds denominated in any international currency including structured bonds such as but not limited to constant maturity swap bonds, credit linked securities, yield curve bonds and capital guaranteed securities. In the event of investment in such structured bonds the investment restrictions set out below shall apply both to the issuer of such structured bonds and also to the issuer of any underlying security. The Sub-Fund will invest at least 90% of its net assets in grade bonds which, at the time of investment, have a Standard & Poor's rating of BBB- or higher or are considered by the Investment Manager to have a similar credit quality. The remaining 10% of the Sub-Fund's net assets may be invested in bonds with no rating or with a rating lower than BBB-. The Board of Directors decided to adopt the commitment approach to determine the global market risk exposure. High Yield Bond Fund PERFORMANCE During the year, the net asset value per share increased from EUR to EUR , representing a return of +2.64%. The total net assets decreased during the year from EUR 4.65 million to EUR 4.60 million. Net redemptions of shares were EUR 0.19 million. INVESTMENT STRATEGY The objective of the Sub-Fund is to achieve long term capital growth by investing in high yield bonds (i.e. bonds with non-investment grade ratings and/or bonds offering yields with a premium to Government securities) denominated in any international currency including structured bonds such as but not limited to constant maturity swap bonds, credit linked securities, yield curve bonds and capital guaranteed securities. The Board of Directors decided to adopt the commitment approach to determine the global market risk exposure. Luxembourg, 17 March 2016 The information in this report represents historical data and is not an indication of future results 4

5 pwc Audit report To the Shareholders of We have audited the accompanying financial statements of and of each of its sub-funds, which comprise the Statement of Net Assets and the Securities Portfolio as at 31 December 2015 and the Statement of Operations and Changes in Net Assets for the year then ended, and a summary of significant accounting policies and other explanatory notes to the financial statements. Responsibility of the Board of Directors of the SICAV for the financial statements The Board of Directors of the SICAV is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements and for such internal control as the Board of Directors of the SICAV determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the "Reviseur d'entreprises 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 Financier". 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the judgment of the "Reviseur d'entreprises agree", including the assessment of the risks of material misstatement of the financial statements, whether due 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 effectiveness of the entity's internal 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 SICAV, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers, Societe cooperative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T: , F: , Cabinet de revision agree. Expert-comptable (autorisation gouvernementale n ) R.C.S. Luxembourg B WA LU

6 pwc Opinion In our opinion, the financial statements give a true and fair view of the financial position of BANQUE CARNEGIE FUND SICAV and of each of its sub-funds as of 31 December 2015, and of the results of their operations and changes in their net assets for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements. Other matters 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 information in the context of the financial statements taken as a whole. PricewaterhouseCoopers, Societe cooperative Luxembourg, 18 March 2016 Represented by Nathalie Dogniez 6

7 STATEMENT OF NET ASSETS AS AT 31 DECEMBER 2015 COMBINED EURO BOND FUND HIGH YIELD BOND FUND ASSETS Investments at market value (Note 2.1) Cash at banks Interest receivable on bonds Other receivables Unrealised gain on forward foreign exchange contracts (Note 5) Total Assets 10,895, ,553, ,341, ,920, ,731, ,189, , , , , , , ,007, ,407, ,600, LIABILITIES Bank overdrafts Investment management fee payable (Note 7) Subscription tax payable ("taxe d'abonnement") Unrealised loss on forward foreign exchange contracts (Note 5) Other Payable Total Liabilities NET ASSETS AT THE END OF THE YEAR (2,110.71) 0.00 (2,110.71) (4,359.20) (3,171.13) (1,188.07) (2,141.57) (1,562.38) (579.19) (3,827.06) (3,827.06) 0.00 (2,916.08) (2,121.36) (794.72) (15,354.62) (10,681.93) (4,672.69) 16,992, ,396, ,595, NET ASSET VALUE PER SHARE AS AT 31 DECEMBER 2015 EURO BOND FUND HIGH YIELD BOND FUND Net asset value per share The accompanying notes form an integral part of this annual report 7

8 STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEAR ENDED 31 DECEMBER 2015 COMBINED EURO BONDHIGH YIELD FUND BOND FUND (FUR) INCOME Interest on bonds, net (Note 2.4) Total Income 708, , , , , , EXPENSES Investment management fee (Note 7) Custody fee (Note 6) Administration fee (Note 8) Taxe d'abonnement (Note 4) Bank and interest expenses Total Expenses (53,327.79) (38,910.60) (14,417.19) (17,085.70) (12,246.59) (4,839.11) (17,775.97) (12,969.94) (4,806.03) (8,708.87) (6,346.60) (2,362.27) (9,904.37) (6,917.18) (2,987.19) (106,802.70) (77,390.91) (29,411.79) Net investment income 602, , , Net realised gains / (losses) on investments (Note 2.2) Net realised gains/(losses) on forward foreign exchange contracts Net realised gains/(losses) for the year 236, , , , , , ,244, , , Change in net unrealised appreciation / (depreciation) on investments (Note 10) Change in net unrealised appreciation / (depreciation) on forward foreign exchange contracts Result of operations for the year Subscriptions Redemptions Increase / (Decrease) in net assets Net assets at the beginning of the year NET ASSETS AT THE END OF THE YEAR (820,953.86) (320,721.73) (500,232.13) (5.13) (940.96) , , , ,896, ,018, , (5,131,045.11) (4,068,516.00) (1,062,529.11) (1,811,876.29) (1,755,511.10) (56,365.19) 18,804, ,152, ,652, ,992, ,396, ,595, The accompanying notes form an integral part of this annual report 8

9 STATEMENT OF CHANGES IN NUMBER OF SHARES OUTSTANDING FOR THE YEAR ENDED 31 DECEMBER 2015 EURO BOND FUND HIGH YIELD BOND FUND Shares outstanding as at 1 January 2015 Shares issued Shares redeemed Shares outstanding as at 31 December , , (27, ) 84, , , (8, ) 37, The accompanying notes form an integral part of this annual report 9

10 FINANCIAL DETAILS RELATING TO THE LAST 3 YEARS EURO BOND FUND YIELD BOND FUND 31 December 2015 Total net assets 12,396, ,595, Net asset value per share December 2014 Total net assets 14,152, ,652, Net asset value per share December 2013 Total net assets 16,492, ,697, Net asset value per share The accompanying notes form an integral part of this annual report 10

11 - Euro Bond Fund SECURITIES PORTFOLIO AS AT 31 DECEMBER 2015 NOMINAL SECURITY DESCRIPTION MARKET VALUE OF NET ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Bonds Germany 500,000 Aviva 6.875% (Call 20/05/38) 20/05/58 759, ,000 Danskc Bank 4.878% (Var./Perp./Call) 15/05/17 311, ,000 Dresdner Funding Trust % (Call 30/06/29) 30/06/31 566, ,000 Freeport-Mcmoran FCX 4.55% (Call 14/05/24) 14/11/ , ,747, Ireland 500,000 Danica Pension 4.375% Callable 29/09/ , ,000 ELM (Swiss Life) 5.849% (Float) Perpetual Call 12/04/17 523, ,000 Nordea Bank 5.5% (Perpetual Call) 23/09/ , ,384, Luxembourg 300,000 Aguila 7.875% Callable 31/01/ , ,000 DNB NOR Bank 4.375% 24/02/21 589, , Netherlands 500,000 ABN Amro Bank 7.125% 06/07/22 628, ,000 LNG Bank 4.125% (Call 21/08/18) 21/11/ , ,000 Tennet Holding 6.655% (Float) Perpetual Call 01/06/17 531, ,085, Norway 10,000,000 FRN Sporveien Oslo 05/11/19 1,023, ,023, Sweden 4,000,000 SBAB Bank FRN 01/02/ , , TOTAL BONDS 7,553, TOTAL TRANSFERABLE SECURITIES ADMITTED TO AN OFFICIAL EXCHANGE LISTING / DEALT IN ON ANOTHER REGULATED MARKET 7,553, TOTAL SECURITIES PORTFOLIO 7,553, The accompanying notes form an integral part of this annual report 11

12 - Euro Bond Fund INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2015 SECTOR DESCRIPTION OF NET ASSETS Corporate Bonds A statement of changes in the composition of the portfolio is available to Shareholders free of charge on request from the Fund's registered office The accompanying notes form an integral part of this annual report 12

13 - High Yield Bond Fund SECURITIES PORTFOLIO AS AT 31 DECEMBER 2015 NOMINAL SECURITY DESCRIPTION MARKET VALUE OF NET ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Bonds Germany 150,000 Arcelormittal 10.85% 01/06/ , ,000 Arcelormittal 7% 25/02/ , ,000 Coventry Building Society 6.375% Var Perp Call 01/11/ , , Ireland 300,000 Lock 7% 15/08/21 (Call 15/08/ ) 314, , Luxembourg 250,000 Tlvlillicom Intel Cellular 6.625% Callable 15/10/ , ,000 Societe Generale 8& Perpetual Callable 29/09/25 187, ,000 Swiss Reinsurance 8.25% Perpetual Call 01/09/18 300, ,000 Volvo Treasury 4.85% Variable Callable 10/03/ , , Norway 3,000,000 Fred Olsen Energy ERN 28/02/ , ,000,000 Hospitality Invest FRN (Call NOK 104) 12/02/ , ,000,000 Seadrill FRN 12/13/ , , United Kingdom 300,000 Aberdeen 7% Perpetual Call 01/03/18 284, ,000 Lloyds Bank 13% (Call 29/01/29) Perpetual 353, ,000 Santos Finance 8.25% (Float 0917) 22/09/70 251, , TOTAL BONDS 3,341, TOTAL TRANSFERABLE SECURITIES ADMITTED TO AN OFFICIAL EXCHANGE LISTING / DEALT IN ON ANOTHER REGULATED MARKET 3,341, TOTAL SECURITIES PORTFOLIO 3,341, The accompanying notes form an integral part of this annual report 13

14 - High Yield Bond Fund INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2015 SECTOR DESCRIPTION OF NET ASSETS Corporate Bonds A statement of changes in the composition of the portfolio is available to Shareholders free of charge on request from the Company's registered office The accompanying notes form an integral part of this annual report 14

15 NOTES TO THE FINANCIAL STATEMENTS 1 GENERAL (hereafter the "Company") was incorporated as a "Societe Anonyme" qualifying as a "Societe d'investissement a Capital Variable" with multiple Sub-Funds on 29 June The Company is a Part II Fund of the law of 17 December 2010 and does not qualify as an Undertakings for Collective Investment in Transferable Securities. It is established for an undetermined duration from the date of incorporation., being an internally managed AIF, was registered as an AIFM by the CSSF since August 13, The Company presently contains two Sub-Funds: - Banque Carnegie Fund SICAV - Euro Bond Fund, - Banque Carnegie Fund SICAV - High Yield Bond Fund. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements are established in accordance with the Luxembourg legal and regulatory requirements concerning undertakings for collective investment. 2.1 Valuation of investments (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 consider appropriate to reflect the true value thereof. (b) Securities and money market instruments 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 determining. (c) Securities and money market instruments 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 prudently, and in good faith on the basis of their reasonable foreseeable sales prices. (e) Contracts for differences are valued at fair value based on the last available price of the underlying security. (f) 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. (g) Financial futures contracts (on securities, 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. (h) Options contracts (on securities, currencies, interest rates and indices) are valued on the basis of the last available trade price. (i) Forward foreign exchange contracts are valued by reference to the forward rate prevailing at the valuation date. 0) Contracts for which no price quotation is available or for which the price referred to in (g) and/or (h) 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. 15

16 NOTES TO THE FINANCIAL STATEMENTS 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2.2 Realised gains and losses on investments Realised gains and losses on sales of investments have been determined on the average cost basis and include transaction costs. 2.3 Foreign currency translation The combined financial statements of the Company are maintained in EUR. The combined financial statements are the sum of the Sub-Funds' financial statements equivalent in EUR translated, where applicable, at the rate of exchange ruling as at 31 December The market value of the investments and other assets and liabilities expressed in currencies other than the base currency of the Sub-Fund have been converted at the rates of exchange ruling as at 31 December The cost of investments in currencies other than the base currency of the 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. 2.4 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. 2.5 Additional Information Year-end valuation The annual report is prepared on the basis of a NAV recomputed for reporting purposes only using closing prices as at 31 December EXCHANGE RATES AT 31 DECEMBER JP Y. = EUR 1 NOK = EUR 1 GBP = EUR 1 SEK = EUR 1 USD = EUR 16

17 NOTES TO THE FINANCIAL STATEMENTS 4 TAXATION The Company is registered under the Luxembourg law as an investment company (Societe d'investissement a Capital Variable "SICAV"). 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 Company 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 As at 31 December 2015 the Fund had entered into the following outstanding forward foreign exchange contracts with counterparty Banque Carnegie Luxembourg S.A.: Banque Carnegie Fund SICAV - Euro Bond Fund Trade Date Purchase Sale Maturity Unrealised Result 16 December 2015 EUR 292, GBP 212, January 2016 EUR 3, December 2015 EUR 1,181, USD 1,294, January 2016 EUR -7, , Banque Carnegie Fund SICAV - High Yield Bond Fund Trade Date Purchase Sale Maturity Unrealised Result 16 December 2015 EUR 375, GBP 273, January 2016 EUR 4, December 2015 EUR 539, USD 591, January 2016 EUR -3, CUSTODY FEES In consideration for their services, the Custodian shall be paid custodian fees of maximum 0.10% per annum of the Net Asset Value, calculated daily and paid on monthly basis. 7 INVESTMENT MANAGEMENT FEES In consideration for its services, the Investment Manager shall be paid a management 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 rate of management fee applicable to each Sub-Fund, in % of the total net assets per year, is as follows: Banque Carnegie Fund SICAV - Euro Bond Fund 0.30% Banque Carnegie Fund SICAV - High Yield Bond Fund 0.30% 8 ADMINISTRATION FEES In consideration for its services as Administrator, Carnegie Fund Services S.A. will receive a fixed fee of 0.1% calculated and accrued on each Valuation Date and payable monthly. 17

18 NOTES TO THE FINANCIAL STATEMENTS 9 TRANSACTION COSTS For the year ended 31 December 2015, the Company incurred transaction costs which have been defined as the commission paid by the Company to the intermediary relating to purchases or sales of transferable securities, money market instruments, derivatives or other eligible assets as follows: Banque Carnegie Fund SICAV - Euro Bond Fund EUR 0.00 Banque Carnegie Fund SICAV - High Yield Bond Fund EUR UNREALISED GAIN / LOSS ON INVESTMEMTS SECURITIES Description Unrealised gains on investments EUR 40, Unrealised loss on investments EUR (1,217,916.24) Unrealised gains due to variation on foreign exchange EUR 463, Unrealised Loss due to variation on foreign exchange EUR (107,245.91) Variation in net unrealised depreciation on investments (820,953.86) 11 OTHER INFORMATION FOR SHAREHOLDERS (UNAUDITED) During the financial year, the sub-funds of the Company have not been subject to material changes affecting the AIF and its investors, other than changes linked to AIKMD requirements. There was no specific staff attributable to the AIF and therefore no variable remuneration paid by the AIF. The board of directors is not receiving any remuneration for exercising their mandates. The sub-funds of the AIF are investing in highly liquid assets so that the AIF is, under normal market circumstances, in position to fulfill its obligations arising from redemptions. The liquidity of the AIF is monitored on a daily basis. As a consequence, no arrangements are made for illiquid assets nor for managing the liquidity of the AIF. The AIF has implemented a Risk Management Policy in accordance with the applicable Laws and Regulations which covers the following risks: Market Liquidity Counterparty Credit Operational Risk Investment Compliance The market risk of the AIF is captured by using the Value At Risk approach with 99% confidence level and 20 days time horizon. The model is back tested on a daily basis. 18